Auditor Report of Omnitex Industries (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of OMNITEX INDUSTRIES (INDIA) LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the cash flow statement for the year ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 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 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 Section 164(2) of the Act.

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

i. The Company has, in accordance with the generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements, reference is invited to Note 3.2 to the financial statements;

ii. The company did not have any long term contracts including derivative contracts for which there are any material foreseeable losses;

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



ANNEXURE TO THE AUDITORS' REPORT

Re: OMNITEX INDUSTRIES (INDIA) LIMITED

(Referred to in paragraph I of our Report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.

(b) We are informed that, the fixed assets of the company have been physically verified by the management at reasonable intervals. No material discrepancies were stated to have been noticed on such verification.

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

(b) The procedures for 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. The discrepancies noticed on verification between the physical stock and books records were not material.

(iii) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Hence, the provisions of clause 3(iii) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

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

(v) The Company has not accepted any deposit from public.

(vi) The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013, for Companies carrying on the type of business carried on by the Company.

(vii) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues including income tax, service tax and other statutory dues with the appropriate authorities.

(viii) The company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) According to the information and explanation given to us, the company has no obligation of repayment of any specified loans. Hence, the provisions of clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanation given to us, the Company had issued a corporate guarantee for loans taken by a joint venture company from bank, which was annulled during the year. In our opinion, the terms and conditions of the said guarantees were not prima facie prejudicial to the interest of the company. Reference is invited to sub notes 1 & 2 of note no. 3.2.

(xi) The Company has not obtained any term loan. Hence, the provisions of clause 3(xi) of the Order are not applicable to the Company.

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

For Tembey & Mhatre F.R. No. 116359W Chartered Accountants

(Shrikant B. Tembey) Place: Mumbai Partner Date: 29th May, 2015 M. No. 33787

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notifed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the companies Act, 2013 and in accordance with the 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 misstatements.

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

We believe that the audit evidence we have obtained is suffcient 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 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 2014 ;

b) in the case of the Statement of profit and Loss, of the profit 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Act, 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 purpose 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 the books;

(iii) the Balance Sheet, profit and Loss Statement and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

(iv) in our opinion and to the best of our information and according to explanations given to us, the Balance Sheet, profit and Loss Statement and the Cash Flow Statement comply with the Accounting Standards notifed under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO THE AUDITORS'' REPORT Re: OMNITEX INDUSTRIES (INDIA) LIMITED (Referred to in paragraph I of our Report of even date)

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

(b) We are informed that, the fixed assets of the company have been physically verifed by the management at reasonable intervals. No material discrepancies were stated to have been noticed on such verifcation.

(c) There has not been significant disposal of fixed assets during the year which has affected the going concern.

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

(b) The procedures for physical verifcation 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. The discrepancies noticed on verifcation between the physical stock and books records were not material.

(iii) The Company has neither taken nor 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. Hence, the provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from public.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, for Companies carrying on the type of business carried on by the Company.

(ix) (a) According to the records of the Company, and on the basis of our examination of the books of accounts, the company is generally regular in depositing with the appropriate authorities statutory dues including Provident Fund, Employees'' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty, cess or any other material statutory dues which were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no disputed dues of the Company on account of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited, except to the extent of the following:

Name of the Amount Statute Nature of the Dues (in rs)

The Central Demand on account of cenvat 877,243 Excise Act credit availed on certain fixed 1944 assets which were disposed off during FY 2005-06

The Central Penalty 877,243 Excise Act 1944



Name of the Period to which Forum where Statute the amount dispute is relates pending

The Central Excise Act 1944 01.04.2005 The High to Court Gujarat, 31.03.2006 Ahmedabad

The Central Excise Act 1944 01.04.2005 The High to Court Gujarat, 31.03.2006 Ahmedabad

(x) The company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a bank or financial institution. (xii) The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or 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) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore,

the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has issued a corporate guarantee for loans taken by a joint venture company from bank. In our opinion, the terms and conditions of the said guarantees are not prima facie prejudicial to the interest of the company. Reference is invited to sub notes 1 & 2 of note no. 3.2.

(xvi) According to the information and explanation given to us, the term loans have been applied for the purpose for which they have been raised.

(xvii) According to the information and explanation 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 preferential allotment of equity shares during the year to parties covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year. Hence, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xx) The Company has not raised any money during the year by way of public issue. Hence, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

For Tembey & Mhatre FR. No. 116359W Chartered Accountants

(Shrikant B. Tembey) Place: Mumbai Partner Date: 30th May, 2014 M. No. 33787

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s 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. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation & 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 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 2013 ;

b) in the case of the Statement of Profit and Loss, of the profit 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Act, 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 purpose 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 the books;

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

(iv) in our opinion and to the best of our information and according to explanations given to us, the Balance Sheet, Profit and Loss Statement and the Cash Flow Statement the cash flow statement 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, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the maneer in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the Auditors'' Report Re: OMNITEX INDUSTRIES (INDIA) LIMITED

(Referred to in paragraph 1 of our Report of even date)

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

(b) We are informed that, the fixed assets of the company have been physically verified by the management at reasonable intervals. No material discrepancies were stated to have been noticed on such verification.

(c) There has not been significant disposal of fixed assets during the year which has affected the going concern.

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

(b) The procedures for 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. The discrepancies noticed on verification between the physical stock and books records were not material.

(3) The Company has neither taken nor 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. Hence, the provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

(5) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) The Company has not accepted any deposit from public.

(7) The Company has an internal audit system commensurate with its size and nature of its business.

(8) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, for Companies carrying on the type of business carried on by the Company.

(9) (a) According to the records of the Company, and on the basis of our examination of the books of accounts, the company is generally regular in depositing with the appropriate authorities statutory dues including Provident Fund, Employees'' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty, cess or any other material statutory dues which were in arrears, as at 31 st March 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no disputed dues of the Company on account of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited, except to the extent of the following:

Name of the Nature of the Amount Statute Dues (in Rs.)

The Central Demand on 877,243 Excise Act 1944 account of cenvat credit availed on certain fixed assets which were disposed off during F.Y 2005-06

The Central Penalty 877,243 Excise Act 1944

Name Period to Forum where dispute which the amount is pending relates

The Central 01.04.2005 to The High Court 31.03.2006 Gujarat, Ahmedabad.

The Central 01.04.2005 The High Court to 31.03.2006 Gujarat, Ahmedabad.

(10) The company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

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

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

(14) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(15) According to the information and explanation given to us, the Company has issued a corporate guarantee for loans taken by a joint venture company from bank. In our opinion, the terms and conditions of the said guarantee are not prima facie prejudicial to the interest of the company. Reference is invited to sub notes 1 & 2 of note no. 3.2.

(16) According to the information and explanation given to us, the term loans have been applied for the purpose for which they have been raised.

(17) According to the information and explanation 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.

(18) The Company has not made preferential allotment of equity shares during the year to parties covered in the register maintained under section 301 of the Act.

(19) The Company has not issued any debentures during the year. Hence, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(20) The Company has not raised any money during the year by way of public issue. Hence, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

For Tembey & Mhatre,

F. R. No. 116359W

Chartered Accountants

(Shrikant B. Tembey)

Place : Mumbai Partner

Date : 30th May, 2013 Membership No.: 33787

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Mar 31, 2012

1. We have audited the attached Balance Sheet of OMNITEX INDUSTRIES (INDIA) LIMITED as at 31s* March, 2012 and the Profit and Loss Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

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

4. Further to our comments in Annexure referred to in Paragraph 1 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 purpose of our audit;

(ii) 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;

(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 and to the best of our information and according to explanations given to us, the Balance Sheet, Profit and Loss Account and the cash flow statement dealt with by this report have been drawn up in accordance 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 read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Profit and Loss Account, of the profit of the Company 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.

Annexure to the Auditors' Report Re: OMNITEX INDUSTRIES (INDIA) LIMITED (Referred to in paragraph 1 of our Report of even date)

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

(b) We are informed that, the fixed assets of the company have been physically verified by the management at reasonable intervals. No material discrepancies were stated to have been noticed on such verification.

(c) There has not been significant disposal of fixed assets during the year which has affected the going concern.

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

(b) The procedures for 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. The discrepancies noticed on verification between the physical stock and books records were not material.

(3) The Company has neither taken nor 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. Hence, the provisions of clause 4(iii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

(5) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) The Company has not accepted any deposit from public.

(7) The Company has an internal audit system commensurate with its size and nature of its business.

(8) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, for Companies carrying on the type of business carried on by the Company.

(9) (a) According to the records of the Company, and on the basis of our examination of the books of accounts, the company is generally regular in depositing with the appropriate authorities statutory dues including Provident Fund, Employees' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess and any other statutory dues with the appropriate authorities which were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no disputed dues of the Company on account of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited, except to the extent of the following:

Name of the Nature of the Amount Period to Forum where dispute Statute Dues (in Rs.) which the amount is pending relates

The Central Demand on 8,77,243 01.04.2005 to The High Court Excise Act 1944 account of cenvat 31.03.2006 Gujarat, Ahmedabad. credit availed on certain fixed assets which were disposed off during F.Y 2005-06

The Central Penalty 8,77,243 01.04.2005 The High Court Excise Act 1944 to 31.03.2006 Gujarat, Ahmedabad.

(10) The company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

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

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

(14) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(15) According to the information and explanation given to us, the Company has issued a corporate guarantee for loans taken by a joint venture company from bank. In our opinion, the terms and conditions of the said guarantees are not prima facie prejudicial to the interest of the company. Reference is invited to sub notes 1 & 2 of note no. 3.2.

(16) According to the information and explanation given to us, the term loans have been applied for the purpose for which they have been raised.

(17) According to the information and explanation 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.

(18) The Company has not made preferential allotment of equity shares during the year to parties covered in the register maintained under section 301 of the Act.

(19) The Company has not issued any debentures during the year. Hence, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(20) The Company has not raised any money by public issue. Hence, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

For Tembey & Mhatre,

F. R. No. 116359W

Chartered Accountants

(Shrikant B. Tembey)

Place : Mumbai Partner

Date : 30th May, 2012 Membership No.: 33787

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Mar 31, 2011

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

2. We conducted our audit in accordance with the 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.

3. The Company has recognized a deferred tax asset of Rs. 20,06,219/- on account of unabsorbed business loss in the earlier years as detailed in Note 6(b) of Schedule 14. The same is not in line with the requirements of Accounting Standard-22 'Taxes on Income', since there is no virtual certainty supported by convincing evidence, that there will be sufficient future taxable profits to use this asset.

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

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, and subject to our comment in paragraph (3) above, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies' Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, and subject to our comments in paragraph (3) above, the said accounts give the information required by the Companies' Act, 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) 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 the 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)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) There has not been any significant disposal of fixed assets during the year which has affected the going concern.

(2) (a) The Inventory has been physically verified during the year by the Management. In our opinion the frequency of the 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. The discrepancies noticed on verification between the physical stock and the book records were not material.

(3) (a) The Company had not granted any Secured or Unsecured loan to the parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the same our comments on the requirement of clauses 4(iii)(b)(c) and (d) are not given.

(b) The Company has not taken Secured or Unsecured loan from any parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the same, our comments on the requirement of clauses 4(iii)(f) and (g) are not given.

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

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements 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 in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956 which exceeded the value of rupees five lakhs during the year have been made at prices which are reasonable, however comparatives were not available.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

(7) In our opinion, the Company has an Internal Audit Systems commensurate with the size and nature of its business.

(8) According to information and explanations given to us, the maintenance of Cost Records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956 in respect of the activities carried on by the Company and therefore, clause 4(viii) of the Order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, excise duty, custom duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of above statutory dues which were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(10) The Company has accumulated losses of Rs. 89,86,149/- (Previous Year Rs. 91,56,862/- ) at the end of the financial year which are less than 50% of its networth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(11) According to the information and explanations given to us, the Company has not taken any loan from any financial institution or bank or by way of debentures and accordingly our comments on any default in repayment of dues are not given.

(12) In our opinion and 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) 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 Order are not applicable to the Company.

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

(15) According to the information and explanations given to us, the company had issued corporate guarantees to a Bank to secure certain credit facilities taken by a joint venture company from a bank.

In our opinion, the terms and conditions of the said guarantees are not prima facie prejudicial to the interest of the Company. Reference is invited to Note 2 of Schedule 14.

(16) According to the information and explanation given to us the term loan raised during the year has been applied for the purpose for which it was raised.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(18) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

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

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

For J. G. Verma & Co., Chartered Accountants (Registration No. 111381W)

Arun G Verma Partner Membership No.: 31898

Place : Mumbai Dated : 30th May, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of OMNITEX INDUSTRIES (INDIA) 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. 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 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, 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:

(i) 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;

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

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the CompaniesAct, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to Note (2) regarding guarantee issued in non-compliance of section 295 of the Companies Act, 1956; note (3) regarding non-provision of depreciation on assets not in use and read with other notes on accounts in Schedule No."14", give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) in the case of the 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)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) On discontinuation of operations of Silvassa unit in earlier year, the Company has disposed of land and building and plant and machinery at Silvassa during the year. In our opinion and according to the information and explanation given to us, the sale of said fixed assets has not affected the ability of the Company to continue as a going concern.

(2) (a) The Inventory has been physically verified during the year by the Management. In our opinion the

frequency of the 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. The discrepancies noticed on verification between the physical stock and the book records were not material.

(3) (a) The Company had not granted any Secured/Unsecured loan to the parties covered in the register

maintained under section 301 of the Companies Act, 1956. In view of the same our comments on the requirement of clauses 4(iii)(c) and (d) are not given.

(b) The Company has not taken loan from any parties covered in the register maintained under section 301 of the Companies Act, 1956. In view, of the same, our comments on the requirement of clauses 4(iii)(f) and (g) are not given.

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

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements that heed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, there were no transaction in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956 which exceeded the value of rupees five lakhs during the year. Therefore, our comments on the reasonableness of the price are not given.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

(7) In our opinion, the Company has an Internal Audit Systems commensurate with the size and nature of its business.

(8) According to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of the manufacturing activities carried on by the Company and therefore, clause 4(viii) of the Order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account,

the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, excise duty, custom duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of above statutory dues which were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(10) The Company has accumulated losses of Rs. 91,56,862/-(Previous Year Rs. 1,95,47,757/-) at the end of the financial year which are less than 50% of its networth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(11) According to the information and explanations given to us, the Company has not taken any loan from bank, financial institutions or by way of debentures and accordingly our comments on clause 4 (xi) of the Order, are not applicable.

(12) In our opinion and 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) 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 Order are not applicable to the Company.

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

(15) According to the information and explanations given to us, the company had issued corporate guarantees for Rs. 10,00,00,000/- to a Bank to secure certain credit facilities taken by a joint venture company from a bank in the last year, which was in non-compliance of section 295 of the Companies Act as mentioned in note 2 of Schedule "14". In our opinion, the other terms and conditions of the said guarantee are not prejudicial to the interest of the Company.

(16) The Company has not raised any term loans during the year.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long- term investment.

(18) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

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

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

For J. G.Verma & Co.,

Chartered Accountants

(Registration No. 111381W)

Arun G.Verma

Place : Mumbai Partner

Dated : 29th May, 2010 Membership No. 31898