Auditor Report of Dhanalaxmi Roto Spinners Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Dhanalaxmi Roto Spinners Limited 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 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and loss and its 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, 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.

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

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

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

(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 does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts in respect of which there were any material foreseeable losses.

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

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report dated 30/05/2015 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31st March, 2015

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

(b) The company has a regular program of verifying fixed assets every year which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. All Fixed assets have been physically verified by the management during the year. As informed, discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(ii)(a) The Company has conducted physical verification of inventories at reasonable intervals.

(b) The procedures followed for physical verification of inventories by the management were reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory and the differences noticed on physical verification, which were not material, have been properly dealt with in the books of account.

(iii) The company has not granted loans to parties covered under Sec 189 register, hence Clause (a) & (b) of point 3 is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an internal control system with regard to the purchase of inventory, fixed assets and sale of goods and services commensurate with the size of the Company and the nature of its business. On the basis of our examination and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public hence the directives issued by the Reserve Bank of India and the provision of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 in respect of services carried out by the Company.

(vii)(a) According to the information and explanations given to us and the records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities . According to the information and explanation given to us and the records of the Company examined by us, no undisputed amounts payable in respect of provident fund, employees' state insurance, Income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues were in arrears, as at 31 st March 2015 for a period of more than six months from the date they became payable.

(b) There are no dues relating to income tax / sales tax / wealth tax / service tax / duty of customs / duty of excise / value added tax / cess, which have not been deposited on account of disputes with the related authorities .

(c) There are no amounts which require to be transferred to Investor Education and Protection Fund in accordance with the provisions of the Act and the rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

(ix) Based on our audit procedure and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us, the company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the company has applied the term loans for the purpose for which it was obtained.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31 st March 2015.

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S



Sd/-

G.D. UPADHYAY

Place: Hyderabad Partner

Membership No.27187 Date : 30.05.2015

---

Mar 31, 2014

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements'' of our report dated 30/05/2014 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31" March, 2014

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

b) The Company has phased programme of physical verification of its fixed assets which, In our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

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

2. a) As explained to us, the inventories have been physically verified by the management at reasonable Intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company Is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms or other parties covered In the register maintained under section 301 of the Companies Act. 1956,

a) The Company has granted unsecured loans to 1 party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 226.30 Lacs and the year end balance of such loan is Rs. 115.47 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e) The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (III) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase ol inventories, fixed assets, shares and securities, and with regard 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.

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 ol India in terms o( section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so tor 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 ol Prolit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to In section 211 (3C) of Act.

e) On the basis of written representations received from the directors as on March 3t. 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274(1 )(g) of the Act.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd No.05834S

Sd/- G.D. UPADHYAY Place: Thimmapur Partner Date : 30.05.2014 Membership No.27187

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Mar 31, 2013

Report on Financial Statements:

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

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to section 211 (3C) 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.

Auditors'' Responsibility:

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

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

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

Opinion:

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

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

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 section 211 (3C) of Act.

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 Director is disqualified as on 31* March, 2013, from being appointed as a Director in terms of section 274(1 )(g) of the Act.

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

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

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of "its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/iaken by Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 1 party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 107.10 Lacs and the year end balance of such loan is Rs. 81.42 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard 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) In our opinion and according to the information and explanations given to us, transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, having regard to the comments in (a) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6)The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31" March, 2013 fora period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

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

13) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Order is not applicable.

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities and mutual funds have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, during the year company has not obtained a term loan from banks or financial institutions and the Term Loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S

Sd/-

G.D. UPADHYAY

Place: Thimmapur Partner

Date : 30.05.2013 Membership No.27187

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Dhanalaxmi Roto Spinners Ltd as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended as on that date annexed there to. 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 from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

e) On the basis of written representations received from Directors, as on 31 * March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31s', 2012 from being appointed as a Director in terms of clause (g) of sub-sec (1) of section 274 of the Companies Act, 1956; and

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 the Significant Accounting Policies and 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:

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

b. in the case of the Statement of Profit and Loss, of the Profit for the year ended as on that date; and

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

Annexure referred to in paragraph 3 of our report dated 30.5.2012 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31 st March, 2012

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

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

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the - basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. Ih respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act, 1956 The maximum amount involved during the year was Rs 180.75 Lacs and the year end balance of such loans Is Rs. 20.92 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the sjze of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard 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) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

b) In our opinion and according to the information and explanations given to us, having regard to the comments in (a) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the.Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31" March, 2012 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given Dy the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial kistitutions/bank and the Company has not obtained any borrowings by way of debentures.

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

13) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Order is not applicable.

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, during the year company has not obtained any term loan from banks or financial institutions and the Term Loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd NO.05834S

Sd/- G.D. UPADHYAY

Place: Thimmapur Partner

Date : 30.05.2012 Membership No.27187

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Mar 31, 2011

We have audited the attached Balance Sheet of Dhanalaxmi Roto Spinners Ltd as at 31st March, 2011, and also the Profit and Loss Account for the year ended as on that date annexed there to and Cash Flow Statement for the year ended on that date. 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 from material misstatement. An audit also 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), (Amendment) Order, 2004 (herein after referred to as "The Order") issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in Para 3 above, we report that:

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

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

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement deal with by this report comply with the accounting standards referred to in sub-sec, (3C) of Sec. 211 of the Companies Act, 1956;

e. On the basis of written representations received from 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 March 31st, 2011 from being appointed as a director in terms of clause (g) of sub-sec (1) of section 274 of the Companies Act, 1956; and

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Company's accounting policies and the Notes thereto, 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 on 31st March, 2011;

b. in the case of the Profit and Loss Account, of the Profit for the year ended as on that date; and

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

Annexure referred to in paragraph 1 of our report dated: 13th August, 2011 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31st March,2011

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

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

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs 283.60 Lacs and the year end balances of such loans is Rs. 80.23 Lacs

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956. As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard 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) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, having regard to the comments in (a) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time,

6) The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31st March, 2011 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

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

13)The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Order is not applicable.

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities.The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities and mutual funds have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, the during the year company has not obtained any term loan from banks or financial institutions. Accordingly, clause 4(xvi) of the order is not applicable.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd No.05834S

Sd/- (G.D. UPADHYAY) Partner Membership No.027187

Place: Thimmapur Date : 13-08-2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of DHANALAXMI ROTO SPINNERS LTD as at 31 st March, 2010, and also the Profit and Loss Account for the year ended as on that date annexed there to and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 from material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report), (Amendment) Order, 2004 (herein after referred to as "The Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comnents in the Annexure referred to in para 3 above, we report that :

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

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

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-sec. (3C) of Sec.211 of the Companies Act, 1956;

e. On the basis of written representations received from 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 31 st March, 2010 from being appointed as a director in terms of clause (g) of sub-sec (1) of section 274 of the Companies Act, 1956; and

5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Companys accounting policies and the Notes thereto, 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, 2010;

b. in the case of the Profit and Loss Account, of the Profit for the year ended as on that date; and

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

Annexure referred to in paragaraph 1 of our report dated : 14th August, 2010 to the members of DHANALAXMI ROTO SPINNERS LTD on the financial statements for the year ended 31st March, "2010 t

1. a) The Company has maintained proper reGords showing full particulars

including quantitative details and situation of Fixed assets.

b ) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

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

2. a) As explained to us, the inventories have been physically verified by

the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with book records.

3. In respect of loans, secured or unsecured granted/taken by CompanytoJ

from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 3 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end

balances of such loans Aggregate to Rs.167.55 Lacs and Rs.238.49 Lacs respectively.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudical to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e) The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the company hasnot taken any loans, the provisions of sub clause (e), (f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and accoiding to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard to sale of goods and servies. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, having regard to the comments in (a) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion, the Company has an adequate internal audit system commensurate wilh the size and the nature of its business.

8. According to the information and explanations given to us, the Central

Government has rot prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the information and explanations given to us. and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31st March, 2010 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses at the financial year and has not incurred cash losses in the current financial year or in the immediately precceding financial year.

11. Based on our audit procedures and on the basis of information and explanations

given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Order is not applicable.

14. The Company has maintained proper records of transctions and contracts in respect of trading in shares, debentures, and other securities and timely entries have been made terein.The investments are held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16. In our opinion and according to the information and expiation given to us, the during the year company has loans taken by others from banks or financial institutions. Accordingly, clause 4(xvi) of the Order is not applicable. .

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

20. The Comparfy has not raised any money through a public issue during the year.

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

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S



Sd/-

G.D. UPADHYAY

Partner

Place : Thimmapur Membership No.027187

Date : 14.08.2010