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Auditor Report of Rushil Decor Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Rushil Decor Limited (''the Company''), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(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 disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note no.28 to the financial statements;

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

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

(Referred to in our Report of tven Date)

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

(b) According to the information and explanations given to us, the fixed assets are verified by the management, during the year in a phased periodical manner which, in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

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

(b) In our opinion and according to the information and explanations given to us, the procedures 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) On the basis of our examination of the records of the company, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the books of accounts were not material.

(iii) The company has not granted any secured or unsecured loans to any Companies, firms or parties covered under register maintained under section 189 of the Companies Act, 2013.(the Act)

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets & also for the sale of goods. We have not observed any major weakness in internal control systems during the course of our Audit.

(v) The company has not accepted any deposits from the public during the year.

(vi) As explained to us, the Central Government has not specified maintenance of Cost records under sub section (1) of section 148.

(vii) a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Tax Deducted at Source, Provident Fund, Employees'' State Insurance, Income tax, Wealth Tax, Value Added Tax, Commercial Tax, Service Tax, duty of Custom, duty of Excise, Cess and other material statutory dues applicable to it. According to the information & explanation given to us, no undisputed amount in respect of aforesaid dues were outstanding as at 31st march 2015, for a period of more than six months from date they become payable.

b) According to the information and explanation given to us , there are no material dues of Wealth Tax, Sales Tax, Value added Tax, Service Tax,duty of Customs and cess which have not been deposited with the appropriate authorities on account of any disputes. However, according to the information and explanations given to us,the following dues of income tax, sales tax have not been deposited by the company on account of disputes :

Name of the statue Nature of Dues Amount (Rs) Financial year (Net of payment) to which the amount relates

Income Tax Act,1961 Income Tax 18,18,930/- 2011-12

The Gujarat Value Sales Tax 6,81,63,402/- 2010-11 Added Tax Act,2003

Name of the Statute From where the dispute is pending

Income tax Act 1961 Commissioner of Income Tax Appeal-9, Ahmedabad

The Gujarat Value Added Deputy Commissioner of Sales Tax Tax Act 2003 (Appeal) Mehsana

c) According to the information and explanations given to us,there were no amounts which were required to be transferred to the Investor Education & Protection Fund by the company in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) (and rules made there under).

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

(ix) According to information & explanations given to us, the company has not defaulted in repayment of its dues to Banks.

(x) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution.

(xi) According to the information & explanations given to us, the term loans has been applied for the purpose for which they were raised.

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

For Parikh & Majumdar Chartered Accountants Firm Reg. No. 107525W

C.A (Dr) Hiten M. Parikh PARTNER Membership No. 040230

Place : Ahmedabad Date : 23rd May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of RUSHIL DÉCOR LIMITED (‘the Company) which comprise the Balance Sheet as at March 31, 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

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 notified under the Companies Act,1956 {“the Act} read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report), Order, 2003(“the Order”), as amended, 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 accounts 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 notified under the Companies Act,1956 {“the Act} read with General Circular 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 are 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 AUDITORS’ REPORT

The Annexure referred to in our report to the members of Rushil Décor Ltd. (‘’The Company”) for the year ended on 31stMarch, 2014, We report that;

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

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

(c) According to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year and therefore, the going concern status of the Company is not affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

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

(c) On the basis of our examination of the records of the company, we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material.

(iii) In respect of loans secured or unsecured taken by the company from companies or firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) There are twelve parties covered under register maintained under section 301 of the Companies Act 1956 from whom the company has taken loan and the maximum amount involved during the year was Rs. 3,45,66,455/- and the year- end balance of loan taken from such parties was Rs. 1,13,18,102/-.

(b) As explained to us, rate of interest and other terms and conditions on which loans have been taken from companies/ parties covered under register maintained under section 301 of the Companies Act 1956 are not prima facie prejudicial to the interest of the company. In respect of loan taken from Companies/Parties, the principal amount is repayable on demand.

(c) The company has not granted unsecured loan to any party covered under register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation 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 regards to the sale of goods. During the course of audit, no major weaknesses have been noticed in the internal control.

(v) In respect of particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956;

(a) In our opinion and according to the information & explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under section 301 of the Companies Act, 1956

(b) In our opinion, and according to information and explanation given to us, the transactions of purchase of goods materials & Services, sales of goods, materials & Services, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year Rs. 5.00 Lacs or more in respect of such parties have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials & Services, or the prices at which the transactions for similar goods, materials & Services, have been made with other parties

(vi) In our opinion and according to the information and explanations given to us, the Company has compiled with the provisions of section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public.

(vii) For the year under review, the company has appointed an in-house internal auditor.In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have reviewed the books of accounts maintained by the company pursuance to the rules made by the Central Government for maintenance of Cost records has been prescribed u/s 209(1) clause (d) of the Companies Act 1956 and we are of the opinion that prima facie, the prescribed accounts & records have been maintained. We have however, not made a detailed examination of the records.

(ix) a) According to the information and explanations given to us, except for the minor delays in few instances of Deposit of Provident Fund and Tax Deducted at Source, ,the Company is generally regular in depositing with appropriate authorities

undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income tax, Value Added Tax, Commercial Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. As informed to us, for the relevant financial year, Company is not liable to pay wealth tax. According to the information & explanation given to us, no undisputed amount in respect of aforesaid dues were outstanding as at 31st march 2014, for a period of more than six months from due date they become payable.

b) On the basis of records produced before us, for our verification and according to the information and explanation given to us, the details of Income Tax (penalty) and Factory Act dues aggregating to Rs. 14,56,878/- that have not been deposited as on 31st March, 2014 on account of matters pending before appropriate authorities, the details of which are as under.

Sr. Nature of Dues Financial Year From where the Amount No. to which relates matter is pending (Rs.)

1 2003-04 1,39,999/-

2 2004-05 4,50,292/-

Income Tax (penalty) Commissioner of Appeal –XI, Ahmedabad

3 2005-06 6,66,587/-

4 Factory Act 2012-13 Additional Civil 1,00,000/- judge Senior Division, Chikmagalur

5 Factory Act 2013-14 Judicial Magistrate1,00,000/- (first class) court, Dhrangadhra

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

(xi) According to information & explanations given to us, the company has not defaulted in repayment of its dues to Banks.

(xii) 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.

(xiii) According to the information and explanations given to us, the Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/Society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003, are not applicable to the company.

(xiv) According to the information & explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) Order 2003, are not applicable to the company.

(xv) According to the information & explanations given to us, the company has not given any guarantee for loans taken by other from banks or financial institution.

(xvi) In our opinion and according to the Information & explanations given to us the term loans have been 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 of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year under review.

(xix) The Company has not issued any debentures during the year under review.

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

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

For Parikh & Majumdar Chartered Accountants Firm Reg. No. 107525W

[C.A (Dr) Hiten M. Parikh] Place :Ahmedabad PARTNER Date :27th May, 2014 Membership No. 040230


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of RUSHIL DÉCOR LIMITED (''the Company) which comprise the Balance Sheet as at March 31, 2013, 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

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 subsection (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report), Order, 2003 ("the Order"), as amended, 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 accounts 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 and

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.

The Annexure referred to in our report to the members of Rushil Décor Ltd. (''''The Company") for the year ended on 31st March, 2013, We report that;

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management, during the year in a phased periodical manner which, in our opinion is reasonable having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

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

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

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

(c) On the basis of our examination of the records of the company we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material.

(iii) (a) The Company has taken loan from Seven Parties covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,40,65,983/- and the year-end balance of loan taken from such parties was Rs. 52,56,270/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) As regards loan taken by the company, terms of the repayment have not been stipulated and hence the question of any overdue amount does not arise.

(d) The company has not granted Unsecured Loans to any party covered under register maintained u/s 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation 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 regards to the sale of goods. During the course of audit, no major weaknesses have been noticed in the internal control.

(v) In respect of particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956;

(a) In our opinion and according to the information & explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under section 301 of the Companies Act, 1956

(b) In our opinion, and according to information and explanation given to us, the transactions of purchase of goods & materials, sales of goods, materials, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year Rs. 5.00 Lacs or more in respect of such parties have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials, or the prices at which the transactions for similar goods, materials, have been made with other parties

(vi) In our opinion and according to the information and explanations given to us, the Company has compiled with the provisions of section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public.

(vii) The company has in-house internal auditor for the year under review. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company in respect of products where pursuance to the rules made by the Central Government of India, the maintenance of Cost records has been prescribed u/s 209(1) clause (d) of the Companies Act 1956 and we are of the opinion that prima facie, the prescribed accounts & records have been maintained. We have however, not made a detailed examination of the records.

(ix) a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Value Added Tax, Commercial Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. As informed to us, for the relevant financial year, Company is not liable to pay wealth tax. According to the information & explanation given to us, no undisputed amount except professional tax of Rs. 1,16,140/- in respect of aforesaid dues were outstanding as at 31st march 2013, for a period of more than six months from due date they become payable.

b) On the basis of records produced before us, for our verification and according to the information and explanation given to us, the details of Income Tax (penalty) dues aggregating to Rs.12,56,878/- that have not been deposited as on 31st March, 2013 on account of matters pending before appropriate authorities, the details of which are as under.

Sr. Nature of Dues Financial Year From where the Amount No. to which relates matter is pending (Rs.)

1 2003-04 1,39,999/-

2 Income Tax (penalty) 2004-05 Commissioner of Appeal –XI, Ahmedabad 4,50,292/-

3 2005-06 6,66,587/-

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

(xi) According to information & explanations given to us, the company has generally not defaulted in repayment of dues to Banks / Financial Institutions.

(xii) 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.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/Society.

(xiv) According to the information & explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion, the terms & conditions on which the company has given guarantee for loans taken by others from Banks or financial institutions are prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the Information & explanations given to us the term loans have been broadly 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 of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year under review.

(xix) The Company has not issued any debentures during the year under review.

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

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

For Parikh & Majumdar

Chartered Accountants

Firm Reg. No. 107525W

[C.A (Dr) Hiten M. Parikh]

Place :Ahmedabad PARTNER

Date :7th May, 2013. Membership No. 040230


Mar 31, 2012

We have audited the attached Balance Sheet of Rushil Decor Ltd., as at 31st March, 2012, the Profit and Loss Statement and 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.

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

As required by The Companies (Auditor's Report) Order, 2003 & the Companies (Auditors Report) (Amendment) Order 2004, 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 paragraph 4 and 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those 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 the Balance sheet, Profit and Loss Statement and Cash Flow Statement dealt with this Report comply with the accounting standards referred to in sub-section(3C) of section 211 of Companies Act, 1956;

(v) On the basis of written representation 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 appointed as 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 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 & Loss Statement, of the Profit for the Year ended on that date

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

ANNEXURE TO AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

(i) In respect of its fixed assets:

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

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

(ii) In respect of inventories:

(a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

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

(c) On the basis of our examination of the records of the company we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material .

(iii) In respect of loan from/to parties referred to in section 301 of The Companies Act, 1956;

(a) The Company has taken loan from Six Parties covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 25,38,335/- and the year end balance of loan taken from such parties was Rs. 23,99,383/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of The Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) As regards loan taken by the company, terms of the repayment have not been stipulated and hence the question of any overdue amount does not arise.

(d) The company has not granted Unsecured Loans to any party covered under register maintained u/s 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation 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 regards to the sale of goods.

During the course of audit, no major weakness have been noticed in the internal control.

(v) In respect of particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956;

(a) In our opinion and according to the information & explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under section 301 of the Companies Act, 1956

(b) In our opinion, and according to information and explanation given to us, the transactions of purchase of goods & materials, sales of goods, materials, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year Rs. 5.00 Lacs or more in respect of such parties have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials, or the prices at which the transactions for similar goods, materials, have been made with other parties

(vi) In our opinion and according to the information and explanations given to us, the Company has compiled with the provisions of section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public.

(vii) The company has appointed in-house Chartered Accountant as its internal auditor for the year under review. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(i)(d) of the companies act,1956. On the basis of report received from the practicing cost accountant, we are of the opinion that company has prima facie maintained prescribed records and accounts. We have not, however made detailed examination of the same.

(ix) a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Value Added Tax, Commercial Tax, Service Tax, Wealth tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March 2012 outstanding for a period of more than six months from due date they become payable.

b) The company has no disputed statutory dues that have not been deposited on account of matters pending before appropriate authority.

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

(xi) According to information & explanations given to us, the company has not generally defaulted in repayment of dues to Banks / Financial Institutions.

(xii) 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.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/Society.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion, the terms & conditions on which the company has given guarantee for loans taken by others from Banks or financial institutions are prima facie, not prejudicial to the interest of the company

(xvi) In our opinion and according to the Information & explanations given to us the term loans have been broadly 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 of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year under review.

(xix) The Company has not issued any debentures during the year under review.

(xx) The Management has disclosed on the end use of money raised by public issue and the same has been verified by us.

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

Place : Ahmedabad For Parikh & Majmudar

Date : 26th May, 2012 Chartered Accountants

[Dr. Hiten M. Parikh]

PARTNER

M. No. 040230

Firm Reg. No. 107525W


Mar 31, 2009

We have audited the attached Balance Sheet of Rushil Decor Ltd., as at 31st March, 2009, 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.

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

As required by The Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

1. 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;

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

3. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

4. 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 Companies Act, 1956;

5. On the basis of written representation received from the directors of the Company as at 31st March,2009 and taken on record by the Board of Directors , we report that none of the directors is disqualified as on 31 March, 2009 from appointed as director In terms of clause (g) of sub-section (1) of section 274 of The Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, they said 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, asat3f March, 2009;

B) in the case of the Profit & Loss Account, of the Profit for the year ended on that date;

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 Statement Referred to in Paragraph Above of Our Report of Even Date

(i) In respect of its fixed assets:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion , is reasonable having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off substantial parts of its fixed assets during the year and the going concern status of the Company is not affected.

(ii) In respect of inventories:

a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

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

c) The Company has maintained proper records of inventory, except in the case of process stock. As explained to us, there were no material discrepancies noticed on physical verification of stocks, as compared to book records.

(iii) In respect of loan from/to parties referred to in section 301 ofTheCompaniesAct,1956:

a) The Company has taken loan from fourteen Parties covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 22090978/- and the year end balance of loan taken to such party was Rs. 2166849/- We are informed that the Company has not granted loan to any person covered in register maintained under section 301 of The Companies Act, 1956. The maximum amount involved during the year was Rs. NIL and the yearend balance of loan granted to such party was Rs. NIL/- secured or unsecured, firms, other parties listed in the register maintained under section 301 of The Companies Act.

b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to Companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956 are not, prima facie prejudicial to the interest of the Company.

c) The Company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

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 explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

(v) In respect of particulars of contracts or arrangements referred to in Section 301 of The Companies Act, 1956;

a) In our opinion and according to the information and explanations given to us, particulars of contracts or agreements that needed to be entered in the register have been so entered.

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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of said financial year.

(vi) In our opinion and according to the information and explanations given to us, the Company has compiled with the provision of section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public.

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

(viii) As informed to us the company is not required to maintain the cost records pursuant to rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of The Companies Act, 1956 in respect of product produced by the Company.

(ix) According to the information and explanation given to us, in respect of statutory and other dues:

a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, Vat tax, Commercial Tax, Service 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 , there are no undisputed statutory dues payable in respect of provident fund, employees state insurance , income - tax, sales tax, wealth tax, custom duty, excise duty, cess which are outstanding as at 31-03-2009 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 are no dues of sales tax, Vat Tax, Commercial Tax, g customs duty, wealth tax, excise duty and cess which have not 7 been deposited on account of any dispute.

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



(xi) Based on audit procedures and according to the information and explanation given to us, we are of the opinion 3 that the Company has not defaulted in the repayment of dues to financial institutions, banks or debenture holders.

(xii) 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.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/Society. Therefore the provision 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 or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of The Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) The Company has given guarantees for loans taken by others from banks 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 have been 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 of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) According to the information and explanations given to us no preferential allotment of shares has been made by the Company to companies, firms or other parties covered in the register maintained under section 301 of The Companies Act, 1956.

(xix) The Company has not issued any debentures during the year. Accordingly the requirements of clause (xix) of paragraph 4 of The Companies(Auditors Report) Order 2003 are not applicable to the Company.

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

(xxi) In our opinion and according the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For, D. R. Thakkar & Co.

Chartered Accountants

(Dipak R. Thakkar)

PROPRIETOR

M. No. 43166

Place: Ahmedabad

Date: 23rd July, 2009.

 
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