Auditor Report of Dhanlaxmi Fabrics Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Dhanlaxmi Fabrics Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 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 of the preparation and presentation 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 sub-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 preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, 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.

Auditors Responsibility:-

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Opinion:-

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

Report on other Legal and Regulatory Requirements:-

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

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified u/s. 133 of the Act, and read with the Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March 2015, and 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 Section164 (2) of the Companies Act and

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 28 "Contingent Liability" to the financial statements,

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.

THE ANNEXURE TO INDEPENDENT AUDITORS' REPORT.

(Referred to in paragraph 1 under the heading of " Report on other Legal and Regulatory Requirements" of report of even date.)

(i) In respect of its Fixed assets:-

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

(b) All the fixed assets were physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

(ii) In respect of its 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 inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on verification.

(iii) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, requirement of clauses (iii, a), and iii(b) of paragraph 3 of the order are not applicable.

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

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax,cess and other statutory dues applicable to it. According to the information and explanations given to us,no undisputed accounts payable in respect of outstanding statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations give to us, there are no material dues of Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax,cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanation given to us, the following dues of income Tax have not been deposited by the Company on account of disputes.

Period to which the Name of the Statute Nature of Dues Amount (Rs.) amount relates (FY)

Income Tax Assessment 190,54,500/- 2009-2010 Income Tax Income Tax Assessment 50,61,160/- 2010-2011 Act, 1961 Income Tax Assessment 4,95,180/- 2011-2012

Name of the Statute Period to which the amount Forum where disputes is pending relates(FY) Income Tax Act,1961 2009-2010 Commissioner of Income Tax (Appeal)

2010-2011 Commissioner of Income Tax (Appeal)

2011-2012 Commissioner of Income Tax (Appeal)

(c) According to information & explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 to1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

(x) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from a banks or financial institutions.

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

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For S.G.Kabra & Co. Chartered Accountants FR No. 104507 W

S. G. Kabra Partner M. No. 38867

Place : Mumbai Date : 27th May, 2015

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Mar 31, 2014

Report on Financial Statements:-

We have audited the accompanying financial statements of Dhanlaxmi Fabrics Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 Responsibility for the Financial Statements:-

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

Auditors Responsibility:-

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

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

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

Opinion:-

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

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

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;

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

THE ANNEXURE TO INDEPENDENT AUDITORS'' REPORT.

(Referred to in paragraph 1 under the heading of " Report on other Legal and Regulatory Requirements" of report of even date.)

1. In respect of its Fixed assets:-

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner which is in our opinion is reasonable having regard to the size of the Company and nature of its assets .No material discrepancies were noticed on such physical verification.

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year therefore the going concern status of the Company is not affected.

2. In respect of its inventories:-

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

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

(c) The Company has maintained proper records of its inventories. As explain to us, there were No material discrepancies noticed on physical verification as compared to book records.

3. In respect of the Loans secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintain U/S. 301 of the Companies Act 1956"

(a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

b) In respect of Loan taken by the Company the Loan is interest free and repayable on demand.

(c) There is no overdue amount in respect of Loan taken by the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. In Respect of contracts or arrangements referred to in Section 301 of the Companies Act 1956.

(a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

6. According to the information and explanation given to us the Company has not accepted any deposits from the public therefore the provision of Clause (VI) of paragraph 4 of the order are not applicable to the Company.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of Statutory dues

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations give to us and as per books and records of the Company,there are no disputed dues which have remained unpaid as on March 31,2014 on account of any pending dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted 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 or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. In our opinion, the term loans that have been raised by the Company have been applied for the purpose for which these were raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the manage

ment, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For S.G.Kabra & Co. Chartered Accountants FR No. 104507 W

S. G. Kabra Place : Mumbai Partner Date : 30th May, 2014 M. No. 38867

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Mar 31, 2012

We have audited the attached Balance Sheet of Dhanlaxmi Fabrics 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 in these financial statement based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, 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 above, we report that:

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

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

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

d. In our opinion, the Balance Sheet, Statement of the Profit & Loss and Cash Flow Statement, dealt with this report, comply 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 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,1936.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon given the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India .

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

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

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

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. Management has physi cally verified certain fixed assets during the year. Discrepancies noticed on such physical verification as compared to book records, which werenot material, have been properly adjusted in the books of account.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

2. (a) The inventory, except material lying with third parties and in transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedure for the physical verification of inventory followed by the management are in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physi cal verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. In respect of loans secured or unsecured, granted or taken by the 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 given unsecured loans to its two subsidiary companies M/s. DFL Fabrics Pvt. Ltd and M/s. Dhanesh Fabrics Pvt Ltd. In respect of the said loans, the maximum amount outstanding at any time during the year was 152.50 lacs and at the end of the year balance is Rs.25.00 lacs

(b) In respect of the loan taken and granted by the company, the loans are interest free and repayable on demand

(c) There is no overdue amount in respect of loan granted and taken by the company.

4. In our opinion and according to the information and explanations given to us, during the course of audit, there are adequate internal control procedures commensurate with size of the Company and nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Act, have been so entered.

(b) In respect of transactions with parties with whom transactions exceeding the value of five lacs ru-pees have been entered during the financial year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except in case of some transactions which we are unable to comment owing to the specialized nature of the items involved and absence of any comparable prices.

6. During the year, the Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section

(1) of section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examinatioin of such books and records.

9. a) According to the records of the Company,undisputed statutory dues including Provident Fund, Employees State Insurance,Income-Tax, Sales Tax, Wealth -Tax, Excise - Duty, Cess and other statutory dues have been regularly deposited with the appropriate authorities during the year.

b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of Income-Tax, Sales Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. There are no accumulated losses of the Company at the end of the financial year. There are no cash losses during the financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted intercorporate ad- vances / Loans on the security by way of pledge of share, debentures and other securities.

13. The Company does not fall with in the category of Chit Fund / Nidhis / Mutual Benefit Fund / Society and hence the related reporting requirements are not applicable.

14. In respect of the Company's dealing in shares and other securities, proper records have been maintained of the transaction and contracts and timely entries have been made there in.The shares, debentures and other securities held by the Company have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. The Company has not given any guarantees against loans taken by others from banks and financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lenders.

17. According to information and explanation given to us and as per the books and records examined by us, as on the date of Balance Sheet, the funds raised by the Company on short term basis have not been applied for Long Term Investments. Long Term Funds have not been applied for Short Term Investments.

18. According to information and explanation given to us the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Compa- nies Act, 1956 during the year.

19. The Company has not issued any debentures and accordingly no securities were required to be created in respect of debentures.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For S.G.Kabra & Co.

Chartered Accountants

FR No.. 104507 W

S. G. Kabra

Place : Mumbai Partner

Date : 30th May, 2012 M. No. 38867

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Mar 31, 2010

We have audited the attached Balance Sheet of Dhanlaxmi Fabrics Limited as at 31st March, 2010, and also the Profit & Loss Account and 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 in these financial statements based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India.These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 section 227(4A) of the Companies Act 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, 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 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement, dealt with by this report, comply with the 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 the Directors as on 31st March,2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause(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 with the 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 confirmity 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 31 st March 2010, ii. In the case of Profit & Loss Account of the Profit for the year ended on that date, and iii. In the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Annexure reffered to in our report of even date)

1. (a) The Company has maintained proper records show- ing 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 Com- pany and the nature of its assets. Management has physically verified certain fixed assets during the year. Discrepancies noticed on such physical veri- fication as compared to book records, which were not material, have been properly adjusted in the books of account.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

2. (a) The inventory, except material lying with third par ties and in transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedure for the physical verification of in- ventory followed by the management are in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. In respect of loans secured or unsecured, granted or taken by the 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 an unsecured loan to its subsidairy companiey M/s. DFL Fabrics Pvt. Ltd. aggregating Rs. 63.50 Lacs and taken an unsecured loan from one party aggregating Rs. 33.40 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wher- ever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Com- pany.

(c) In respect of loan granted and taken by company,no amount has been repaid during the year and the loans are interest free and repayable on demand.

(d) There is no overdue amount in respect of loan granted and taken by the company.

4. In our opinion and according to the information and explanations given to us, during the course of audit, there are adequate internal control procedures commensurate with size of the Company and na- ture of its business with regard to purchase of in- ventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, carried out in accor- dance with the generally accepted auditing prac- tices in India, we have neither come across nor have we been informed of any instance of major weak- nesses in the aforesaid internal control procedures.

5. (a) Based on the audit procedures applied by us and according to the information and explanations pro- vided by the management, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Act, have been so entered.

(b) In respect of transactions with parties with whom transactions exceeding the value of five lacs ru- pees have been entered during the financial year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except in case of some trans- actions which we are unable to comment owing to the specialized nature of the items involved and absence of any comparable prices.

6. During the year, the Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that, prima facie, the pre- scribed accounts and records have been made and maintained. We are, however, not required to make a detailed examinatioin of such books and records.

9. a) According to the records of the Company.undisputed statutory dues including Provident Fund, Employees State Insurance,Income-Tax, Sales Tax, Wealth -Tax, Excise - Duty, Cess and other statutory dues have been regularly deposited with the appropriate auth- orities during the year.

b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of Income-Tax, Sales Tax, Excise Duty and Cess which have not been depos- ited on account of any dispute.

10. There are no accumulated losses of the Company at the end of the financial year. There are no cash losses during the financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank or deben- ture holders.

12. According to the information and explanations given to us, the Company has not granted intercorporate ad- vances/Loans on the security by way of pledge of share, debentures and other securities.

13. The Company does not fall with in the category of Chit Fund / Nidhis / Mutual Benefit Fund / Society and hence the related reporting requirements are not applicable.

14. In respect of the Companys dealing in shares and other securities, proper records have been mainta- ined of the transaction and contracts and timely entries have been made there in.The shares, deben- tures and other securities held by the Company have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. The Company has not given any guarantees against loans taken by others from banks and financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans raised dur- ing the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lend- ers.

17. According to information and explanation given to us and as per the books and records examined by us, as on the date of Balance Sheet, the funds raised by the Company on short term basis have not been ap- plied for Long Term Investments. Long Term Funds have not been applied for Short Term Investments.

18. According to information and explanation given to us the company has not made any preferential allot- ment 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 and accordingly no securities were required to be created in respect of debentures.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in In- dia, we have neither come across any instance of fraud by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For S.G.Kabra & Co.

Chartered Accountants

S. G. Kabra

Place : Mumbai Partner

Date : 13th August, 2010 M No. 38867