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Auditor Report of Haria Exports Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of HARIA EXPORTS LIMITED, 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's Responsibility for the Financial Statements

Management 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 provision of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 provision 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by 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 on the financial statements.

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, 2015;

(b) in the case of the Statement of Profit and Loss, of the Loss 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 (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies 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 & obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d. In our opinion, the aforesaid 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company does not have any pending litigation which would impact its financial positions.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 under heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts for the year ended March 31, 2015 of HARIA EXPORTS LIMITED

(i) The Company does not have any fixed assets. Hence clause (ia) and (ib) of paragraph 3 of the order are not applicable

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the explanations given to us, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification as compared to the book records.

(iii) According to the information and explanations given to us, the Company has granted loans, unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act. The company has granted loan of Rs. 3,38,34,485/- during the year. Outstanding amount of the said loan as on 31st March 2015 is Rs.3,52,79,197/-.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods. The activities of the company involve purchase of inventory and sale of goods. During the course of our audit, no major weakness has been noticed in the aforesaid internal control systems.

(v) During the year under consideration, the company has not accepted any deposits from the public in accordance with the provisions of section 73 to 76 of the Act and the rules framed there under.

(vi) In our opinion and according to the information and explanation given to us company is not required to maintain cost records specified by the Central Government under sub-section (1) of section 148 of the Act.

(vii) In our opinion and according to the information and explanation given to us in respect of statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident fund, Income- tax, Sales Tax, Service Tax, Cess and any other material statutory dues as applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, the disputed dues in respect of Sales Tax and Income Tax are as under:

(c)

Nature of Dues Amount Period to which amount relates

Income Tax 3,19,26,117/- F.Y. 1998-1999 F.Y. 1999-2000 F.Y. 2000-2001

Income Tax 27,030/- F.Y. 2010-2011

FEMA 27,19,901/- F.Y 2001-2002

Nature of Dues Forum where dispute is pending

Income Tax The Hon'ble High Court, Mumbai

Income Tax Commissioner of Income Tax Appeals

FEMA Appellate Tribunal for Foreign Exchange

(d) According to the information and explanation given to us there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made there under.

(viii) The company does not have any accumulated loss at the end of financial year. However the company has incurred cash loss of Rs. 23,24,260/- during the financial year covered by our audit and Rs. 67,20,489 in the immediately preeceeding financial year.

(ix) According to the information and explanation given to us, the Company did not have any dues to financial institutions, banks or debentures holders.

(x) 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.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no term loans availed during the year.

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

FOR SUNDERJI GOSAR & CO. CHARTERED ACCOUNTANTS Firm Registration No.: 115543W

ALPESH SAVLA PARTNER M No. : 047828

DATE : 30/05/2015 PLACE : MUMBAI








Mar 31, 2014

We have audited the accompanying financial statements of HARIA EXPORTS LIMITED, 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''s Responsibility for the Financial Statements

Management of the company 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") read with the General Circular No. 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' 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 subsection (3C) of section 211 of the Companies Act, 1956, read with the General Circular No. 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT.

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of HARIA EXPORT LIMITED on the financial statements the year ended on 31st March, 2014. We report that:

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

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets were are verified in a phased manner, designed to cover all the fixed assets over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such physical verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and nature of its assets.

(c) In our opinion and according to information and explanations given to us, the Company has disposed off all of its fixed assets during the year and therefore, has affected the going concern status of the company.

(ii) (a) As informed to us, the inventory has been physically verified during the year by the management.

In our opinion, the frequency of verification is reasonable.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the explanations given to us, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification as compared to the book records. However there are no closing stock at the end of the year under consideration.

(iii) (a) According to the explanations given to us, the Company has granted unsecured loans to five parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,27,73,436/- and the year end balance of the Loan granted to such parties was Rs.78,00,000/-.

(b) There are no terms and conditions fixed on loans given to the parties listed in the register maintained under section 301 of the Companies Act 1956, to that extent they are prejudicial to the interest of the Company.

(c) According to the explanations given to us, the rate of interest, wherever charged, and the other terms and conditions of such loans are not prima facie prejudicial to the interest of company.

(d) According to the explanations given to us, there is no overdue amount for more than Rs. One Lakh.

(e) According to the explanations given to us the company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 32,59,000/-. and the year end balance of Loan taken from such parties was Rs. 22,59,000/-.

(f) There are no terms and conditions fixed on loans given to the parties listed in the register maintained under section 301 of the Companies Act 1956, to that extent they are prejudicial to the interest of the Company.

(g) In our opinion and according to the information and explanations given to us, the company is regular in repayment of loan and also payment of interest wherever applicable.

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

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which appear reasonable as per information available with the company.

(vi) In our opinion and according to the information and explanations given to us, the provisions of sections 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules - 1975 does not apply the company in the year under consideration.

(vii) In our opinion and as per the explanations given to us, the company has an internal audit system commensurate with the size and nature of its business.

(vii) We have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for maintainance of cost record under section 209(1)(d) of the Companies Act, 1956 and on the basis of such review, we are of the opinion, that primafacie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the records with a view to determine whether they are accurate or complete.

(viii) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of the records of the company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including, provident fund, investor education protection fund, income tax, wealth tax, sales tax, service tax, excise duty, cess and other material statutory dues applicable to it has not been regularly deposited during the year with appropriate authorities.

According to the information and explanations given to us, undisputed amounts payable in respect of income tax and service tax were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and th records of the company examined by us, there are no the disputed dues.

(ix) The Company does not have any accumulated losses at the end of the financial year, However in the year under consideration and has incurred cash losses of Rs.67,20,489/- during the financial year covered by our audit and of 40,71,376/- in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the company has not taken any loan from financial institutions, hence there is nothing to report under this clause

(vii) According to the information and explanations given to us and records produced before 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.

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

(ix) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(x) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions in the year under consderation.

(xi) According to the information and explanations given to us, the company has not raised any term loans in the year under consideration, hence there is nothing to report under this clause

(xii) According to the information and explanations given to us and on an overall examination of the balance sheet and the cash flow of the company, no funds taken in the year under consideration, hence there is nothing to report under this clause

(xiii) According to the information and explanations given to us, the company has not made preferential allotment of shares to Promoters and Promoters group covered in the register maintained under section 301 of the Act.

(xiv) The company has not received any money through Public Issue of Debentures.

(xv) The company has not raised any money by public issues during the year.

(xvi) 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 and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For SUNDERJI GOSAR & CO. Chartered Accountants, Firm Registration No. 115543W

DHAIRYA KENIA PARTNER. M. No. 140726 Place: MUMBAI Date : 30/05/2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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

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

Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the loss 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.

Other Matters

1. The Company has merged the plastic division on 26/03/2012 and demerged the garment division on the same date. Accordingly the Current year figures and Previous year figures are not comparable in respect of the above.

2. The Company has sold the fixed assets of the plastic division in the year under consideration and has closed the operations of plastic division.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and on the basis of such checks of the books and records of the company as we have considered appropriate and according to the information and explanation given to us, 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 subsection (3C) of section 211 of the Companies Act, 1956;

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

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of HARIA EXPORTS LIMITED on the financial statements the year ended on March 31, 2013.

(i) (a) We have been informed that the company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets and as informed no material discrepancies were noticed on such physical verification.

(c) In our opinion and according to information and explanations given to us, there was disposal of fixed assets of plastic division during the year resulting in closure of the plastic division.

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the explanations given to us, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification.

(iii) (a) According to the explanations given to us, the Company has granted unsecured loans to five parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 43,13,436/- and the year end balance of the Loan granted to such parties was Rs.41,73,436/-.

(b) According to the explanations given to us, the rate of interest, wherever charged, and the other terms and conditions of such loans are not prima facie prejudicial to the interest of company. However the company has not charged any interest.

(c) According to the explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) According to the explanations given to us, there is no overdue amount for more than Rs.One Lakh.

(e) According to the explanations given to us the company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1,60,00,000/- and the yearend balance of Loans taken from such parties was Rs.27,36,000.

(f) The terms and conditions fixed on loans taken from the parties listed in the register maintained under section 301 of the Companies Act 1956, are not prejudicial to the interest of the Company.

(g) In our opinion and according to the information and explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

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

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered.

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

(vi) In our opinion and according to the information and explanations given to us, the provisions of sections 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules - 1975 are not applicable to the company in the year under consideration.

(vii) In our opinion and as per the explanations given to us, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for maintenance of cost record under section 209(1)(d) of the Companies Act, 1956 and on the basis of such review, we are of the opinion, that primafacie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including, provident fund, investor education protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are disputed dues of Rs.1,54,00,000/- in respect of Income tax which related to the garment division of the company pre demerger, on merger these dues are transferred to the demerged division i.e Haria Apparels Limited.

(x) The Company has accumulated losses of Rs.56,01,258/- at the end of financial year 2012-13 and the same is not more than fifty per cent of its worth as on 31st March 2013. The company has incurred cash loss of Rs. 40,71,376/- during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us the Company has given guarantees for loans taken by others from bank or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans are being applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and the cash flow of the company, no short-term funds have been used to finance long-term assets.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to Promoters and Promoters group covered in the register maintained under section 301 of the Act.

(xix) The company has not received any money through Public Issue of Debentures.

(xx) The company has not raised any money by public issues during the year.

(xxi) 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 and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For SUNDERJI GOSAR & CO.

Chartered Accountants

Firm Registration No. 115543W

ALPESH K. SAVLA

Place : Mumbai Partner

Date : 30/05/2013 M. No. 047828


Mar 31, 2012

1. We have audited the attached Balance Sheet of Haria Exports Limited as at 31st March, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the Branch Accounts audited by us. 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 the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audit included 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 (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 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.

4. Without qualifying our opinion we draw your attention to Note No. 1 of the financial statements regarding the Scheme of Arrangement between Best Plastex Private Limited, the Amalgamating Company and the Haria Exports Limited, the Amalgamated/Demerged Company and Haria Apparels Limited, the Resulting Company. Sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated 22nd March, 2012 Pursuant to the scheme, all assets and liabilities have been recorded.

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

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

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

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

(IV) In our opinion, the Balance Sheet, the Statement of Profit and Loss 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.

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

(VI) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. 2 of the notes to accounts give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 3 of our report of even date)

I. a. We have been informed that the Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b. All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, the Company has not disposed off substantial part of any of the Plant & Machinery and hence has not affected the going concern status of the company

II. a. As informed to us, the inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of the 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

III. a. The company has taken loan from three parties covered in the register maintained under section 301 of the Companies Act, 1956 (which is being updated). The maximum amount involved during the year was Rs.284.42 Lacs and the year-end balance of loans taken from such parties was Rs.150.00 Lacs. The Company has not granted any loans to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the explanations given to us the rate of interest, wherever charged and other terms and conditions of such loans are not prima facie prejudicial to the interest of company.

c. It is informed to us that there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

IV In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods which are under review during the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

V a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 are in the process of being updated.

b. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements which are being entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time on cash basis.

VI. In our opinion and according to the information and explanations given to us, Provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not apply to the company in the year under consideration.

VII. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, which is under review.

VIII. We have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for maintainance of cost record under section 209(1)(d) of the Companies Act, 1956 and on the basis of such review, we are of the opinion, that primafacie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.

IX. In respect of statutory dues :

a. According to information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise duty and cess which were outstanding as at 31 st March, 2012.

b. According to the information and explanations given to us, there are no dues of customs duty, excise duty, sales tax, wealth tax and cess on account of any dispute.

Sr. No. Name of the Statue Nature of dues Forum where Amount dispute is pending Rs. (in Lacs)

1 Income Tax Act, 1961 Income Tax - The Hon''ble 154.00 F. Y. 1998-99, High Court, 1999-2000, 2000-2001. Mumbai

X. The Company does have accumulated losses of Rs. 141.22 Lacs at the end of Financial Year. The company has incurred cash loss of Rs. 58.78 lacs during the financial year covered by our report.

XI. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or bank.

XII. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

XIII. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause (XIII) of paragraph 4 of the aforesaid order are not applicable to the Company.

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

XV The Company has given guarantees for loans taken by other companies from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the other terms and conditions thereof are not prima facie prejudicial to the interests of the company.

XVI. According to the information and explanations given to us, term loan have been transferred to the demerged company as per the scheme of demerger during the year.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

XVIII. The Company has not made any preferential allotment of shares to Promoters and Promoter''s group covered in the registered maintained under Section 301 of the Act. Therefore, the provisions of clause (XVIII) of paragraph 4 of the aforesaid order are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly the provisions of clause (XIX) of paragraph 4 of the aforesaid order are not applicable to the Company.

XX. The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause (XX) of paragraph 4 of the aforesaid order are not applicable to the Company.

XXI. During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.

For SUNDERJI GOSAR & CO.

Chartered Accountants

Firm Registration No. 115543W

ALPESH K. SAVLA

Place : Mumbai Partner

Date : 30/05/2012 M. No. 047828


Mar 31, 2010

1. We have audited the attached Balance Sheet of Haria Exports Limited as at 31 st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the Branch Accounts audited by us. These financial statements are the responsibility of the Companys Management. Our responsibil- ity is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audit included 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 Manage- ment, 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 sub- section (4A) of Section 227 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.

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

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

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

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

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

(V) On the basis of written representations received from the Directors, as on31st March,2010and 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.

(VI) In our opinion, since the requirements under section 441A of The Companies Act, 1956 are not notified as on 31st March, 2010, reporting on whether the cess payable under section 441A has been paid or not, is not relevant for the Company, and

(VII) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. P read in conjunction with Schedules No. 20 give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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

ANNEXURE TO THE AUDITORS REPORT. (Referred to in paragraph 3 of our report of even date)

I. a. We have been informed that the Fixed Assets Register showing full particulars, including quantitative details and situation of Fixed Assets is maintained.

b. All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

c. During the year, the Company has not disposed off any of the Plant & Machinery and hence has not affected the going concern status of the company.

II. a. The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of the 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

III. a. The company has taken loan from five parties covered in the register maintained under section 301 of the Companies Act, 1956(which is being updated). The maximum amount involved during the year was Rs. 1464.46 Lacs and the year- end balance of loans taken from such parties was Rs. 1464.46 Lacs. The Company has not granted any loans to parties covered in the Register maintained under 301 of the Companies Act, 1956.

b. There are no terms and conditions fixed on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956, to that extent they are detrimental to the interests of the Company. Hence whether the company is regular in repaying the principle amount could not be reported hereunder. As the loans taken are interest free, clause for regular payment of interest does not apply.

c. In the absence of any terms and conditions it is informed to us that there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

IV In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods which are under review. The Company is in the process of rectifying the weakness in the internal control.

V (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 are in the process of being updated.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements which are being entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year.

VL In our opinion and according to the information and explanations given to us, Provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not apply to the Company.

VII. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, which is under review.

VIIl. The Central Government has not prescribed maintenance of cost records under Section 209( 1 )(d) of the Companies Act, 1956for the Company.

EX. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty and cess which were outstanding as at 31st March, 2010.

b. According to the information and explanations given to us, there are no dues of customs duty, excise duty, sales tax, wealth tax and cess on account of any dispute.

Sr. No. Name of the Statue Nature of dues Forum where Amount

dispute is pending Rs. (in Lacs)

1 Income Tax Act, 1961 Income Tax - The Honble High 66.22

F.Y. 1998-99. Court ,Mumbai

1999-2000, 2000-2001.

X. The Company does have accumulated losses at the end of Financial Year. The company has not incurred cash loss during the financial year covered by our report and in the immediately preceding Financial Year.

XI. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

XE. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

XIII. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause (XIII) of paragraph 4 of the aforesaid order are not applicable to the Company.

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

XV The Company has given guarantees for loans taken by other companies from banks or financial institutions.

XVI. According to the information and explanations given to us, term loan have been repaid by the Company during the year.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

XVIII. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (XVIII) of paragraph 4 of the aforesaid order are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly the provisions of clause (XIX) of paragraph 4 of the aforesaid order are not applicable to the Company.

XX. The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause (XX) of paragraph 4 of the aforesaid order are not applicable to the Company.

XXI. During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the neither Company nor have we been informed of any such case by the Management.



For SUNDERJI GOSAR & CO.

Chartered Accountants

ALPESHK. SAVLA

PARTNER

M. No. 47828

Firm Reg. N0.115543W

Place: Mumbai

Date :31st May 2010


Mar 31, 2004

1. We have audited the attached Balance Sheet of Haria Exports Limited as at 31st March, 2004, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the Branch Accounts audited by us. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included 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 sub-section (4A) of Section 227 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.

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

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

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

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

(IV) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956; except for commission expense and quota sale which are accounted for on cash basis as stated in the accounting policies.

(V) on the basis of written representations received from the Directors, as on 31st March, 2004 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2004 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(VI) in our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. (a), (b) & (c) of Note No. M of Schedule 19 for entry passed in the books of accounts of Rs. 13.11 Crores. Note No. "X" in respect of doubtful debts of Rs.83.79 Lacs and commission expense and quota sales which are accounted for on cash basis, the impact on profit and consequently on reserve is not quantifiable as necessary details are not made available read in conjunction with Schedules 1 to 24 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. 2004;

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

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

ANNEXURE TO THE AUDITORS REPORT.

(Referred to in paragraph 3 of our report of even date)

I. a. The Company is in the process of maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification by the management.

c. During the year no substantial parts of the fixed assets have been disposed of by the Company. Therefore, the provisions of clause (1c) of paragraph 4 of the aforesaid Order, in our opinion are not applicable to the Company.

II. a. The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of the 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

III. a. The company has taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.3.81 Crores and the year-end balance of loans taken from such parties was Rs. 3.81 Crores. The Company has not granted any loans to parties covered in the Register maintained under 301 of the Companies Act, 1956.

b. There are no terms and conditions fixed on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

c. The company is regular in repaying the principle amount as stipulated. As the loan taken are interest free clause for regular payment of interest does not apply.

d. There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods which are under review. The Company is in the process of rectifying the weakness in the internal control.

V a. According to the information and explanations given to us, we are of the opinion that 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, 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Further, during the course of our audit we have neither come across nor have we been informed of any order passed under the aforesaid sections by the Company Law Board.

VII. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business which is under review.

VIII. The Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the Company.

IX. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, customs , duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess which were outstanding as at 31st March, 2004 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of customs duty, excise duty, wealth tax and cess which have not been deposited on account of any dispute other than disputed income tax and sales tax as indicated below:

Sl. Name of the Statue Nature of Forum where Amount No. dues dispute is Rs. Pending (in Lacs)

1. Income Tax Income Tax Commissioner 151.16 Act, 1961. of Income-Tax (Appeals)

Income Tax Income Tax 68.42 Tribunal.

VI. The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our report and the immediately preceding financial year.

VII. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders subject to note No. "M".

VIII. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

IX. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause (XIII) of paragraph 4 of the aforesaid Order are not applicable to the Company.

X. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (XIV) of paragraph 4 of the aforesaid Order are not applicable to the Company.

XI. The Company has given guarantees for loans taken by subsidiaries, joint venture Companies from banks or financial institutions. The terms and conditions are not made available to us.

XII. According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

XIII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis have been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

XIV. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (XVIII) of paragraph 4 of the aforesaid Order are not applicable to the Company.

XV. The Company has not issued any debentures during the year under audit. Accordingly the provisions of clause (XIX) of paragraph 4 of the aforesaid Order are not applicable to the Company.

XVI. The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause (XX) of paragraph 4 of the aforesaid Order are not applicable to the Company.

XVII. During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.

For SUNDERJI GOSAR & CO., Chartered Accountants.

ALPESH K. SAVLA Partner M. No. 47828.

Place : Mumbai. Date : 30th June, 2004.


Mar 31, 2003

We have audited the attached Balance Sheet of HARIA EXPORTS LIMITED as at 31st March 2003 and the Profit and Loss Account for the year ended on that date annexed thereto, and the cash flow statement for the period 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.

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

1. As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order to the extent applicable to the company.

2. Further to our comments in the Annexure referred to in Paragraph 1 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 it appears from our examination of the books of the company.

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

d. In our opinion, the Balance Sheet and Profit & Loss Account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956, except for commission expense and quota sales which are accounted/or on cash basis as stated in the Accounting Policies and Capital Subsidy of Rs. 63.00 Lacs considered as income contrary to AS-10.

e. On the basis of written representations received from the directors as on 31st March 2003 we report that, none of the directors is disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of Section 274 (1) of the Companies Act, 1956.

3. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. (a), (b) & (c) of Note No. M of schedule 19 for entry passed in the books of accounts for Rs. 12.33 crores. Note No. W in respect of Capital Subsidy of Rs. 63.00 Lacs reflected as income, Note No. Z" in respect of non provision of doubtful Debts of Rs. 44.50 Lacs and commission expense and quota sales which are accounted for on cash basis, the impact on profit and consequently on reserve is not quantifiable, as necessary details are not made available, and read with the other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2003;

ii. In case of Profit & Loss Account, of the profit for the year ended on that date and

iii. In case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF HARIA EXPORTS LIMITED FOR THE YEAR ENDED 31ST MARCH 2003.

In our opinion, and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the normal course of audit, which were necessary to the best of our knowledge and belief, we report that:

1. We have been informed that the Fixed Assets Register showing full particulars, including quantitative details and situation of Fixed Assets, is in the process of being brought upto date. There is regular program of verification of major assets, which in our opinion is reasonable considering the size of the company and the nature of such verification during the period as compared to the records.

2. None of the fixed assets has been revalued during the year.

3. Physical verification of stocks of finished goods, raw materials, spare parts, stores and components has been conducted by the management at reasonable intervals during the year and, in certain cases at the close of the financial year. The frequency of verification is reasonable.

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

5. The discrepancies noticed on physical verification of stocks as compared to the book records were not material having regard to the size of the operation of the company.

6. On the basis of our examination of stock statements, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The Company has not taken any loans during the year from Companies, Firms and other parties, listed in the register maintained Under Section 301 of the Companies Act, 1956, (1 of 1956).

8. The Company has not given any loan to a company listed in the register maintained under section 301 of the Companies Act, 1956.

9. The Company has not given any loans or advances in the nature of loans.

10. The Company has adequate internal control procedures commensurate with the size of the Company & the nature of its business with regard to purchase of stores, raw materials (which is. under review), including components, plant and machinery, equipment and other similar assets and for sale of goods.

11. Having regard to explanation that services rendered and goods purchased are of a specialised nature for which alternative sources of supplies are not available for obtaining comparable quotations, we are unable to comment on the reasonableness as compared to the prevailing market prices, for such or similar services rendered or goods purchased to / by the company listed in the register maintained U/s-301 of the Companies Act, 1956 exceeding Rs. 50,000/- or more in respect of each party.

12. The Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials, finished goods and traded goods. No part of stores, raw materials or finished goods were determined as unserviceable or damaged during the period under review.

13. The Company has not invited or accepted any deposits from the public to which the provisions of section 58-A of The Companies Act 1956 and Rules, 1975 framed thereunder apply.

14. The Company has maintained reasonable records for the sale and disposal of scrap.

15. The Company has an internal audit system. The scope and coverage of the internal audit needs to be extended so as to be commensurate with the size of the company and nature of its business.

16. The Central Government has not prescribed maintenance of Cost Records under the provisions of Sec 209 (1) (d) of the Companies Act, 1956, in respect of any product of the Company.

17. We are informed that the company does not fall within the purview of the Provident Fund Act or the Employees State Insurance Act and hence item (xvii) of paragraph 4A of the aforesaid order is not applicable.

18. No undisputed amounts payable in respect of Income-tax, Wealth tax Sales tax, Customs duty and Excise duty were outstanding as on 31st March, 2003 for a period of more than six months from the date they became payable.

19. No personal expenses, other than the expenses under service contracts and/or accepted business practices, have been charged to revenue account.

20. The Company is not a sick industrial company within the meaning of Clause (O) of Sub-Section (1) of Section 3 of the Sick Industrial Companies (Special provisions) Act, 1985.

21. As explained to us, in respect of trading activity, the Company has a regular procedure for determination of damaged goods. We were informed that the damaged goods have been adjusted in the books during the year.

For SUNDERJI GOSAR & CO., For PATEL SHAH & JOSHI Chartered Accountants. Chartered Accountants.

ALPESH K. SAVLA JAYESH M PARMAR Partner Partner

Place: MUMBAI Date : 8th July 2003

 
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