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Auditor Report of Binayak Tex Processors Ltd.

Mar 31, 2016

Independent Auditor''s Report

INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF BINAYAK TEX PROCESSERS LIMITED REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of BINAYAK TEX PROCESSERS LIMITED (''the company''), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and applications of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements subject to Note No.27 on significant Accounting Policies and Financial Statements relating to non-provision of gratuity and leave salary liability respectively 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2016,

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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”, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

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 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, statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014; except as referred in Note No. 27 regarding non provision of gratuity and leave encashment liability as per Accounting Standard 15 on "Employees Benefits’.

e. on the basis of the written representations received from the directors as on 31 March 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016, from being appointed as a director in terms of section 164(2) of the Act ;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

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

i. The pending litigations as disclosed in Note No. 24 of Financial Statements would not impact Financial position of the Company.

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

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

ANNEXURE - A TO THE AUDITORS'' REPORT The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the Financial Statements for the year ended 31st March, 2016, we report that: I. Fixed Assets

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

b) All fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

II. Inventories

a) The inventories have been physically verified by the management at reasonable intervals during the current year. The discrepancies noticed on verification between the physical stocks and the book records are not material and have been properly dealt with in the books of accounts. In our opinion, the frequency of verification is reasonable.

iii. The Company has granted loans to one bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v. In our opinion and according to the information and explanations given to us ,the Company has not accepted any deposits from the public covered under section 73 to 76 of the companies Act 2013.

vi. We have broadly reviewed the records maintained by the company pursuant to companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Sub-section (1) of section 148 of the Companies Act, 2013 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 the records with a view to determine whether they are accurate or complete.

vii. a. According to the information and explanation given to us and on the basis of our examination of the records of

the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of duty of customs

which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on account of disputes :

Name of the statute

Nature of dues

Amount (In Rs.)

Period to which the amount relate

Forum where dispute is pending

The Income Tax Act, 1961

Income Tax

9,35,361/-

A.Y. 2012-2013

CIT Appeal

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3 (viii) of the Order is not applicable.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. According to the information and explanation given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 143 OF THE COMPANIES ACT-2013 ("the Act")

We have audited the internal financial controls over financial reporting of Infosys Limited (''the company''), as of 31 March 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company ; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the information and explanation of the company provided to us, Internal Financial Control framework and the report of the Internal Auditors on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Sundarlal, Desai &Kanodia

Chartered Accountants

Firm registration number: 110560W

Place: Mumbai

Date: 30* May, 2016 Sd/-

Mukul B. Desai Partner

Membership no.: 33978


Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of BINAYAK TEX PROCESSERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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. 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 financial statements subject to Note No.27 regarding non provision of gratuity and leave encashment liability 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2015,

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

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

Report on Other Legal and Regulatory Requirements

As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as referred in Note No. 27 regarding non provision of gratuity and leave encashment liability as per Accounting Standard 15 on "Employees Benefits".

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

I. Fixed Assets

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

b. All fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification

II. Inventories

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. As explained to us, there is no material discrepancy noticed on physical verification of inventory as compared to book records.

III. As per the information and explanation given to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013. Accordingly, the provisions of clause (iii) (a) & (b) of the Companies (Auditors' Report) Order 2015 are not applicable to the Company.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and with regards to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

V. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

VI. In our opinion and as per the information and explanation given to us the Central Government has not prescribed for the maintenance of any cost records under sub section (1) of section 148 of the Companies Act, 2013 for any product of the company.

VII. Statutory & other Dues

a) According to the records of the company, undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, service tax, excise duty, value added tax, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, Service Tax and excise duty were not outstanding as at balance sheet date for a period of more than six months from the date they became payable.

c) On the basis of our examinations of the documents and records, company does not have any disputed statutory dues in respect of income tax, wealth tax, sales tax, custom duty, Service Tax, excise duty and value added tax which have not been deposited with the appropriate authorities on account of dispute except as referred below:.

Forum where appeal is pending Asst. Year Act under which demand Nature of Dues Amount is pending

2012-13 Income Tax act 1961 Income Tax Rs 9,35,361/- CIT Appeal

d) According to the information and explanations given to us, no amount is required to be transferred to investor education and protection fund VIII. In our opinion, the company has no accumulated losses. The Company has not incurred cash loss during the year covered by our audit or in the immediately preceding financial year.

IX. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

X. In our opinion, the company has not given guarantee for loans taken by others from banks or financial institutions.

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

XII. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Sundarlal Desai & Kanodia

(Chartered Accountants)

Firm's Registration No.: 110560W

Sd/-

Mukul Desai

(Partner)

M.No. 33978

Date: 29/05/2015

Place: Mumbai


Mar 31, 2014

We have audited the accompanying financial statements of Binayak Tex Processors Limited (the company), which comprise the balance sheet as at 31 March 2014, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including 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, 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 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 subject to Note No.28 regarding non provision of gratuity and leave encashment liability, 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 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.

Report on other legal and regulatory requirements

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

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

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

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

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as referred in Note No. 28 regarding non provision of gratuity and leave encashment liability as per Accounting Standard 15 on “Employees Benefits”.

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

Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

1. a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. The fixed assets have been physically verified by the management during the year. We are informed that the management on such verification has noticed no material discrepancies.

b) As explained to us, all the assets have been physically verified by the management during the year. Having regard to the size of the operations and on the basis of explanations received, in our opinion, no serious discrepancies have been noticed.

c) The company has not disposed of any substantial part of its fixed assets so as to affect its going concern.

2. a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. As explained to us, there is no material discrepancies noticed on physical verification of inventory as compared to book records.

3. a) The company has granted unsecured loans to two parties including interest free loan to one party, entered in the register maintained u/s 301 of the Companies Act, 1956. The amount involved in the transaction was Rs. 9,63,60,453/- and closing balance as on balance sheet date was Rs. 9,63,60,453/-.

b) In our opinion and according to the information and explanation given to us, the rate of interest, whenever charged, and other terms and conditions of said loans are not stipulated hence we do not have any further comment for Para 4(iii)(b), (c) & (d).

c) In our opinion and according to the information and explanation given to us, the company has not taken any loan, secured or unsecured, from any party entered in the register maintained u/s 301 of the Companies Act, 1956 and hence we do not have any comment for Para 4(iii) (f) & (g).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and fixed assets and with regards to sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. a) According to the information and explanation given to us, we are in opinion that the transaction made in pursuance of contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the companies Act, 1956 and are exceeding the value of rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

7. According to information & explanation given to us the company is developing an internal audit system commensurate with its size and nature of the business.

8. 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 any cost records u/s 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 the same.

9. a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax sales tax, custom duty and excise duty were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute, except as referred below:-

Asst. Year Act under Nature Amount Forum where which demand of Dues appeal is is pending pending

2011-12 Income Tax act Income 15,29.050 CIT Appeal 1961 Tax

10. The company has no accumulated losses and the company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, during the year covered by our audit report of the company have not issued any debentures.

20. According to the information and explanations given to us the company has not raised any money by public issue during the period covered by our audit report.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR: SUNDARLAL, DESAI & KANODIA CHARTERED ACCOUNTANTS Registration Number - 110560W

MUKUL B. DESAI PARTNER MEM. NO. 33978

PLACE: MUMBAI DATE:


Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Binayak Tex Processors Limited (the company), which comprise the balance sheet as at 31 March 2013, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including 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, 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 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 subject to Note No.28 regarding non provision of gratuity and leave encashment liability as per Accounting Standard 15 on “Employees Benefits”, 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 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.

Report on other legal and regulatory requirements

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

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

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

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

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as referred in Note No. 28 regarding non provision of gratuity and leave encashment liability as per Accounting Standard 15 on “Employees Benefits”.

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

1. a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. The fixed assets have been physically verified by the management during the year. We are informed that the management on such verification has noticed no material discrepancies.

b) As explained to us, all the assets have been physically verified by the management during the year. Having regard to the size of the operations and on the basis of explanations received, in our opinion, no serious discrepancies have been noticed.

c) The company has not disposed of any substantial part of its fixed assets so as to affect its going concern.

2. a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. As explained to us, there is no material discrepancies noticed on physical verification of inventory as compared to book records.

3. a) The company has granted unsecured loans to two parties including interest free loan to one party, entered in the register maintained u/s 301 of the Companies Act, 1956. The amount involved in the transaction was Rs. 9,63,60,453/- and closing balance as on balance sheet date was Rs. 9,63,60,453/-.

b) In our opinion and according to the information and explanation given to us, the rate of interest, wherever charged, and other terms and conditions of said loans are not stipulated hence we do not have any further comment for Para 4(iii)(b), (c) & (d).

c) In our opinion and according to the information and explanation given to us, the company has not taken any loan, secured or unsecured, from any party entered in the register maintained u/s 301 of the Companies Act, 1956 and hence we do not have any comment for Para 4(iii) (f) & (g).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and fixed assets and with regards to sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. a) According to the information and explanation given to us, we are in opinion that the transaction made in pursuance of contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the companies Act, 1956 and are exceeding the value of rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

7. According to information & explanation given to us the company is developing an internal audit system commensurate with its size and nature of the business.

8. 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 any cost records u/s 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 the same.

9. a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax sales tax, custom duty and excise duty were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

10. The company has no accumulated losses and the company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, during the year covered by our audit report of the company have not issued any debentures.

20. According to the information and explanations given to us the company has not raised any money by public issue during the period covered by our audit report.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR SUNDARLAL, DESAI & KANODIA

CHARTERED ACCOUNTANTS

FIRM REG. NO. – 110560W

PLACE: MUMBAI

DATE: MUKUL B. DESAI

PARTNER

MEM. NO. 33978


Mar 31, 2012

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

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

As required by the Companies (Auditor's Report) Order, 2003 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 statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

B. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination or those books.

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

D. In our opinion the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 subject to note no. 28 on Notes on Financial Statement regarding non provision of gratuity liability and leave salary as per AS 15.

E. On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

F. In our opinion and to the best of our information and according to the explanations given to

us the said accounts read together with Significant Accounting Policies and subject to note no. 28 on Notes on Financial Statement regarding non provision of gratuity liability and leave salary as per Accounting Standard 15 on "Employee Benefits" and other notes thereon 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 Balance sheet of the state of affairs of the company as at 31st March, 2012 and

ii) In the case of Statement of Profit and Loss of the profit of the company for the year ended on that day.

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

ANNEXURE TO AUDiTORS'S REPORT

As required by the "Companies (Auditors - Report) Order, 2003" issued by the Department of Company-affairs in terms of section 227 (4A) of the Companies Act, 1956, we report as under: -

1. a) The company has maintained proper records showing full particulars including quantitative

details and situations of fixed assets. The fixed assets have been physically verified by the management during the year. We are informed that the management on such verification has noticed no material discrepancies.

b) As explained to us, all the assets have been physically verified by the management during the year. Having regard to the size of the operations and on the basis of explanations received, in our opinion, no serious discrepancies have been noticed.

c) The company has not disposed of any substantial part of its fixed assets so as to affect its going concern.

2. a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. As explained to us, there is no material discrepancies noticed on physical verification of inventory as compared to

- book records.

3. a) The company has granted unsecured loans to two parties including interest free loan to one

party, entered in the register maintained u/s 301 of the Companies Act, 1956. The amount involved in the transaction was Rs. 9,63,60,453/- and closing balance as on balance sheet date was Rs. 9,63,60,453/-.

b) In our opinion and according to the information and explanation given to us, the rate of interest, whenever charged, and other terms and conditions of said loans are not stipulated hence we do not have any further comment for Para 4(iii)(b), (c) & (d).

c) In our opinion and according to the information and explanation given to us, the company has not taken any loan, secured or unsecured, from any party entered in the register maintained u/s 301 of the Companies Act, 1956 and hence we do not have any comment for Para 4(iii) (f) & (g).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and fixed assets and with regards to sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. a) According to the information and explanation given to us, we are in opinion that the

transaction made in pursuance of contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the

- transactions in pursuance of contracts or arrangements entered in the register maintained

U/s 301 of the companies Act, 1956 and are exceeding the value of rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable

having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

7. According to information & explanation given to us the company is developing an internal audit system commensurate with its size and nature of the business.

8. 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 any cost records u/s 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 the same.

9. a) According to the records of the company, undisputed statutory dues including provident

fund, investor education and protection fund, employees state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax sales tax, custom duty and excise duty were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute, except as referred below:-

Asst Year Act under which Nature Amount Pending demand is of Dues p pending

2002-03 Income Tax act Income 5,74,450 Income Tax Appellate Tribunal 1961 Tax

2003-04 Income Tax act Income 29,89,809 Income Tax Appellate Tribunal 1961 Tax

2004-05 Income Tax act Income 1,08,868 Income Tax Appellate Tribunal 1961 Tax

2005-06 Income Tax act Income 25,30,116 Income Tax Appellate Tribunal 1961 Tax

2006-07 Income Tax act Income 51,988 Income Tax Appellate Tribunal 1961 Tax

2007-08 Income Tax act Income 1,47,109 Income Tax Appellate Tribunal 1961 Tax

10. The company has no accumulated losses and the company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. The company has not granted loans and advances on the basis of security by way of pledge of

shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, during the year covered by our audit report of the company have not issued any debentures.

20. According to the information and explanations given to us the company have not raised any money by public issue during the period covered by our audit report.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

ON BEHALF OF BOARD OF DIRECTORS

Mumbai Pradeep Kumar Pacheriwala

Date:06.09.2012 CHAIRMAN


Mar 31, 2011

We have audited the attached Balance of BINAYAK TEX PROCESSORS LIMITED as at 31st March, 2011 and also Profit and loss Account and the Cash flow Statement of the Company for the year ended on that date annexed there too. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion that these financial statements based on our audit.

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

As required by the Companies {Auditor report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act, 1958, we- enclose in the Annexure statement on the matters specified in paragraphs 4 and 5 of the said Order

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

A. We have obtained all the information and explanations which to the best of our Know edge 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 or those books.

C. The Balance Sheet, Profit & Loss Account and Cash flow Statement deal with by this report are in agreement with the books of account.

D. In our opinion the Balance sheet and Loss Account and the Cash Flow statement deal with by this report are in agreement with the books of account. the accounting standards referred to in sub- section (3C) of section 211 of Companies Act, 1956 subject to note no.7 on schedule 21 regarding non provision of gratuity and leave salary as per AS 15.

E. On the basis of written representations received from the directors as on 31st March 2011 and taken on record by the Board of Director we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of close (g) of sub-section (1) of section 274 of the companies Act,1956 disclosed of our company the finance charges have shown an increase of 15.65% from Rs.222.99 lacs to Rs.257.88 lacs in the current fiscal.

F. In our opinion and to the best of our information and according to the explanationsgiven to us the said accounts read together with Significant Accounting Policies andsubject to note no. 7 on schedule 21 regarding non provision of gratuity liability andleave salary as per Accounting Standard 15 on "Employee Benefits" andother notes thereon give the information required by the Companies Act, 1956, in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India ;

i) In the case of Balance sheet of the state of affairs of the company as at 31st March, 2011 and

ii) in the case of Profit and Loss account of the profit of the company for the year ended on that day.

iii) In the case of the Cash flow Statement, of the cash flows of the Company for theyear ended on that date.

ANNEXURE TO AUTITORS''S REPORT

As required by the "Companies (Auditors - Report) order, 2003" issued by theDepartment of Company affairs in terms of section 227 (4A) of the Companies Act, 1956, wereport as under:

1. a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. The fixed assets have been physically verified by the management during the year. We are informed that the management on suchverification has noticed no material discrepancies.

b) As explained to us, all the assets have been physically verified by the managementduring the year. Having regard to the size of the operations and on the basis ofexplanations received, in our opinion, no serious discrepancies have been noticed.

c) The company has not disposed of any substantial part of its fixed assets so as toaffect its going concern.

2. a) The inventories have been physically verified during the year by the management.In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. As explained to us,there is no material .discrepancies noticed oh physical verification of inventory ascompared to book'' records.

3. a) The company has granted unsecured loans to two parties including interest freeloan to One party, entered in the register maintained u/s 301 of the companies Act, 1956.The amount involved in the transaction were Rs. 8,93,64,896/-.

b) In our opinion and according to the information and explanation given to us, therate of interest whenever charged and other terms and conditions of said loan and otherloan are not stipulated hence we do not have any further comment for Para4(iii)(b)(c)&(d) and said loan are not prima facie prejudicial to the interest of thecompany.

c) In our opinion and according to the information and explanation given to us, theloan is free of interest and other terms and conditions of loans taken by the company, arenot stipulated hence we do not have any further comment for Para 4(iii)(f)&(g)) andsaid loan are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the company and thenature of its business with regards to purchase of goods and fixed assets and with regardsto sale of goods and services. During the course of our audit we have not observed anycontinuing failure to correct major weakness in internal controls.

5. a) According to the information and explanation given to us, we are in opinion thatthe transaction made in pursuance of contracts or arrangements, that needed to be enteredin the register maintained U/s 301 of the companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, thetransactions in pursuance of contracts or arrangements entered in the register maintainedU/s 301 of the companies Act, 1956 and are exceeding the value of rupees Five Lakhs inrespect of any party during the year have been made at prices which are reasonable havingregard to prevailing market prices at the relevant time.

6. In Our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public;

7. According to information & explanation given to us the company is developing an internal audit systesn commensurate with its size and nature of the business.

8. We have broadly revved the books of townt 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 any cost records u/s 203 (1) (d) of the Ceompanies 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 delailed examination of the same.

9. a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax sales tax, custom duty and excise duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable

c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute, except as referred below-

Asst.Year Act under which Nature Amount Forum where appeal demand is of Dues is pending pending

1339-2000 Income Tax act Penalty 17,500 Income tax 1961 Appellate Tribunal 2002-03 Income Tax act Income Tax 5,74,450 Income tax 1961 Appellate Tribunal

2003-04 Income Tax act Income Tax 29,89,809 Income tax 1961 Appellate Tribunal

2004-05 Income Tax act Income Tax 1,08,868 Income tax 1961 Appellate Tribunal

2005-06 Income Tax act Income Tax 15,94,058 Income tax 1961 Appellate Tribunal

2006-07 Income Tax act Income Tax 51,988 Income tax 1961 Appellate Tribunal

2007-08 Income Tax act Income Tax 1,47,109 Income tax 1961 Appellate Tribunal

10. The company has no accumulates! losses ami the company has not incurred any cash losses during the financial year covered under audit or in (be immediate)` preceding financial year.

11. Baaed on our audit procedure and according to tfie infonnatjon and evplanaiion given to us, we are of the opinion that the company has not defaulted fn repayment of dues to financial institirtiofis, bartks- and debenture hnFders.

12. The company has not granted toana and advances on tne basis of security by *ay of pledge of shpnes, debentures antf Other securities.

13. In our opinion, (lie company & not a chrt fund or a nfcjhff mutuad benefit fund/ society. Therefore. the provisions of clause 4f,xiii) of the Companies {Auditors Report) Order. 2003 are not applicable to the com pany.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments

15. In our opinion, the company has not given guarantee* for loans taken by others from hanks or financial institutions.

16. In our opinion, me term loans have been applied for the purpose for which Ihey were raised

17. According to the information ami explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds rased on short-term basis have not been used for1 long-term investment

18. According to the information and explanations given to us, the company have not made preferential allotment of shares to parties and companies covered in the register maintained trnder section 301 of the Act.

19. Accordcrtg to the information and explanations given Jo us, during the year covered by our audit report, of Ihe company have noi issued any debentures.

20. According: to the information and explanations, gkVen to us the company have not raited any money by public issue during the period covered by our audit Teport.

21. According to me information and explanations given to us, no fraud ort or by the company has been noticed or reported during the COluse of our audit.

FOR SUNDARLAL, DESAI & KANODIA

CHARTERED ACCOUNTANTS

Registration Number-110560W

PLACE:MUMBAI PARTNER

DATE: 6 SEP 2011 MUKUL B.DESAI

B.Com. F.C.A

M.No. 36978


Mar 31, 2010

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

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

As required by the Companies (Auditors Report) Order, 2003 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 statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

B. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination or those books.

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

D. In our opinion the Balance Sheet and the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to note no. 7 on schedule 21 regarding non provision of gratuity liability and leave salary as per AS 15.

E. 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 termsof clause (g) of sub-section (1) of section 274 of the Companies Act, 1956:

F. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with Significant Accounting Policies and subject to note no. 7 on schedule 21 regarding non provision of gratuity liability and leave salary as per Accounting Standard 15 on "Employee Benefits" and r other notes thereon 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 Balance sheet of the state of affairs of the company as at 31st March, 2010 and

ii) in the case of Profit and Loss account of the profit of the company for the year ended on that day.

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

ANNEXURE TO AUTITORSS REPORT

As required by the "Companies (Auditors - Report) order, 2003" issued by the Department of Company affairs in terms of section 227 (4A) of the Companies Act, 1956, we report as under:

1. a) The company has maintained proper records showing full particulars including

quantitative details and situations of fixed assets. The fixed assets have been physically verified by the management during the year. We are informed that the management on such verification has noticed no material discrepancies.

b) As explained to us, all the assets have been physically verified by the management during the year. Having regard to the size of the operations and on the basis of explanations received, in our opinion, no serious discrepancies have been noticed.

c) The company has not disposed of any substantial part of its fixed assets so as to affect its going concern.

2. a) The inventories have been physically verified during the year by the management. In

our opinion, the frequency of verification is reasonable.

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

6) The company is maintaining proper records of the inventory. As explained to us, there is no material .discrepancies noticed oh physical verification of inventory as compared to bookrecords.

3. a) The company has granted unsecured loans to two parties including interest free loan to One party, entered in the register maintained u/s 301 of the companies Act, 1956. The amount involved in the transaction were Rs. 8,28,93,521/-.

b) In our opinion and according to the information and explanation given to us, the rate of interest whenever charged and other terms and conditions of said loan and other loan are not stipulated hence we do not have any further comment for Para 4(iii)(b)(c)&(d) and said loan are not prima facie prejudicial to the interest of the company.

c) In our opinion and according to the information arid explanation given to us, the loan is free of interest and "other terms and conditions of loans taken by the company, are not stipulated hence we do not have any further comment for Para 4(iii)(f)&(g)) and said loan are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and fixed assets and with regards to sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. a) According to the information and explanation given to us, we are in opinion that the transaction made in pursuance Of contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the companies Act, 1956 and are exceeding the value of rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

7. According to information & explanation given to us the company is developing an internal audit system commensurate with its size and nature of the business.

8. 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 any cost records u/s 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 the same.

9. , a) According to the records of the company , undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it have generally been regularly deposited with the aipropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax sales tax, custom duty and excise duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute, except as referred below: -

Asst. Year Act under which Nature Demand demand is of Dues Raised pending

2000-01 Income Tax act Penalty 2,64,600 1961

2001-02 Income Tax act Penalty 2,58,300 1961

2002-03 Income Tax act Income 42,738 1961 Tax

2002-03 Income Tax act Penalty 2,77,200 1961

2003-04 Income Tax act Income 1,26,30,657 1961 Tax

2003-04 Income Tax act Penalty 2,84,760" 1961 ;

2004-05 Income Tax act Income 2,20,4157 1961 Tax

2004-05 Income Tax act Penalty 2,57,040 1961

2005-06 Income Tax act Income 15,94,056 1961 Tax

2006-07 Income Tax act Income 51,988 1961 Tax

2007-08- Income Tax act Income 1,47,109 1961 Tax Amount Forum where Asst.Year Paid appeal is pending

2000-01 - Comm. of Income Tax (Appeals)

2001-02 - Comm. of Income Tax (Appeals)

2002-03 - Comm. of Income Tax (Appeals)

2002-03 - Comm. of Income Tax (Appeals)

2003-04 - COmm. of Income Tax (Appeals)

2003-04 - Comm. of Income Tax (Appeals)

2004-05 - Comm. ofIncome Tax (Appeals)

2004-05 - Comm. of Income Tax (Appeals)

2005-06 - Comm. of Income Tax (Appeals)

2006-07 - Comm. of Income Tax (Appeals)

2007-08 - Comm. of Income Tax (Appeals) 10. The company has no accumulated losses and the company has not incurred any cash losses during the financial .year covered under audit or in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

r12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, during the year covered by our audit report of the company have not issued any debentures.

20. According to the information and explanations given to us the company have not raised any money by public issue during the period covered by our audit report.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Place : mumbai

DATE : 6 SEP 2010 FOR: SUNDARLAL, DESAI & KANOOIA

CHARTERED ACCOUNTANTS

Registration Niimber -110560W

PARTNER

MUKUL B. DESAI B. Com. F.C.A. M. No. 33978

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