Auditor Report of Sudar Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sudar Industries Ltd, 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 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.

Basis for Opinion

In connection with the tax liabilities for the financial year 2012 -13 and financial year 2013-2014, the company has not booked the losses pertaining to the Rebates, Rate differences and discounts to the customers which they were entitled and also the advances given to the suppliers which were not recoverable nor received any goods or materials, the operation of the said company being suspended and the same was otherwise eligible for deduction u/s 37 (1) of the Income Tax Act, 1961. The company has not filed its income tax returns which were pending for filing for the aforesaid years i.e. assessment year 2013-14 and 2014-15 respectively. The company is in process for filing the same after the impact of above expenditure. The company has booked the rebates, rate difference and discounts to the tune of Rs. 7130.52 Lacs and written off advances to the tune of Rs. 2732.66 Lacs from the opening balances of profit and loss account/General Reserve as on April, 2014. The effect of both the adjustments is being routed in the current financial year from debtors and loans and advances and accumulated reserves respectively. The company's records indicate that had the Management stated the rebates, rate difference and discounts and written off advances the income tax, net profit and shareholder's funds would have been reduced to that extent.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter descried in the basis for opinion paragraph, 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

i. In so far as it relates to the Balance Sheet, of the statement of affairs of the company as at 31st March 2015.

ii. In so far as it relates to the Profit & Loss Account, the Profit & Loss of the company for the year ended on that date: and

iii. In so far as it relates to the Cash Flow Statement, of the Cash flow of the Company for the year ended on that date: and

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 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. There is a small Pending litigation filed by/against the company u/s 138 of Negotiable Instrument Act (Amended) 2015 which has no material effect on the financial position of the Company.

ii. The provisions as required under the applicable law or accounting standards for material foreseeable losses if any on the long term contracts including derivative contracts are not applicable to the company.

iii. There has been no such requirement for transferring amounts, required to be transferred the Investor Education and Protection Fund transfer by the company.

Annexure to the Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that :

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

(b) As explained to us the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner at regular intervals. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the explanation given to us, during the year, the company has not disposed of any substantial part of its fixed assets and going concern status of the company not affected.

(ii) In respect of its inventories:

(a) As explained to us the inventories has been physically verified during the year by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.

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

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

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other

parties covered in the Register maintained under Section 189 of the companies Act, 2013.

The company has taken unsecured interest free loans of Rs 160.14 Lacs from Directors and the outstanding balance of the said loans is Rs 554.91 Lacs. The company has further borrowed Inter Corporate Deposits amounting to Rs. 500.00 Lacs during the year and the yearend balance is Rs. 1675.10 Lacs.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure to correct any major weakness in internal control.

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

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended prescribed by the Central Government under sub Section (1) of Section 148 of the Companies Act 2013, and are of the opinion that prima facie, the prescribed cost records has not been made and maintained by the company

(vii)

(a) According to the records of the company, the company is not regular in depositing the undisputed statutory dues including provident fund, Employees' State Insurance, Profession Tax, Income Tax, TDS, Sales tax, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate govt and semi govt authorities. There are arrears of outstanding such undisputed statutory dues at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(viii) The company has earned net profit before tax of Rs. 51.84 Lacs/- (previous year Rs. 6079.79 Lacs/-) during the year under consideration. The Company has no accumulated losses carried forward during the year under consideration. The Company has incurred Cash Profit of Rs 1185.03/- Lacs (Pervious Year 5408.10/- Lacs) during the Financial Year covered by the Audit and in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, there have been overdue in repayment of interest to Banks as at 31st March, 2015. The period of delay is ranging between one month to two months which was also reported under SMA 1 Category as per RBI guidelines and further there are no debenture holders.

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

(xi) According to the records of the company and explanations given to us, during the year the company has availed the term loans from banks financial institution and has been applied for the purpose for which they have been obtained.

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

For Mukesh Mehta & Associates For Suresh Hegde and Co. Chartered Accountants Chartered Accountants

CA Mukesh Mehta CA Suresh Hegde Membership No. 100407 Membership No. 118493 FRN: 116309W FRN: 125795W

Place: Mumbai Date: May 28, 2015

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Mar 31, 2014

We have audited the attached Balance Sheet of Sudar Industries Limited as at 31st March 2014, 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.

MANAGEMENT''S RESPONSIBILITY:

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 13 th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and 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.

AUDITOR''S RESPONSIBILITY:

Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with 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 financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, 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 the management, as well as evaluating the overall presentation of the financial statement.

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 said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March 2014;

ii) In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date; and

iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

REPORT ON OTHER LEGAL & REGULATION REQUIREMENTS:

1. 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 paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

c) The Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statement comply with Accounting Standards notified 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.

e) In our opinion, and based on information and explanation given to us, none of the Directors are disqualified as on 31st March 2014 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR''S REPORT ON THE ACCOUNTS OF SUDAR INDUSTRIES LIMITED FOR THE YEAR ENDING 31st MARCH, 2014

As required by the Companies (Auditor''s report) Order, 2003 issued by the Central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1 In respect of fixed assets:

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

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

2 In respect of its inventories:

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

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory, and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

(a) The company has not granted any Loans during the year. However, the Company has received loans of Rs. 333.87 Lacs from directors and the outstanding balance of the said loans is Rs. 394.77 Lacs. The company has also taken Inter Corporate Deposits from three parties amounting to Rs. 514.47 Lacs during the year and the year-end balance is Rs. 1,166.36 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions is not prima-facie prejudicial to the interest of the company.

(c) In respect of loans taken and granted by the company, the interest payment & receipt is regular and the principal amount is repayable on demand.

(d) Since the loans taken and granted by the company are repayable on demand, no question of overdue amounts arises.

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 nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal control.

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in 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 explanation given to us, the transactions made in pursuance of contracts or arrangements, which need to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

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

8 We have broadly reviewed the books of account and records maintained by the company relating to the manufacture of Shirts, Trousers and others pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 In respect of statutory dues:

(a) According to the information and explanations given to us, the company was generally regular in depositing undisputed statutory dues to the concerned authorities in respect of Employees Provident Fund, Employees State Insurance Fund, wealth tax, service tax, custom duty, excise duty and material statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding for a period of more than six months from the date of becoming payable except the income tax liability for the financial year ended on 31st March, 2013

(b) According to the records examined by us and the information and explanations given to us, there are no disputed amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee state insurance fund and other statutory dues at the end of the year.

10 The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks and financial institutions.

12 In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other security.

13 In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company..

14 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.

15 The Company has not given Guarantees for the loan taken by others from banks or financial institutions.

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

17 According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19 Clause 13 of the order is not applicable, as the company has not issued any debentures during the year. Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

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

21 In our opinion and according to the information and explanations given to us no fraud on or by the Company have been noticed or reported during the year that causes the financial statements to be materially misstated. FOR MUKESH MEHTA & ASSOCIATES FOR SURESH HEGDE AND CO.

Chartered Accountants Chartered Accountants

CA MUKESH D MEHTA CA SURESH HEGDE Proprietor Proprieto Membership No : 100407 Membership No : 118493

FRN: 116309W FRN: 125795W

Place: Mumbai

Dated: May 28, 2014

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Mar 31, 2013

We have audited the attached Balance Sheet of Sudar Industries Limited as at 31st March 2013, 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 a reasonable basis for our opinion.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, 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 the management, as well as evaluating the overall presentation of the financial statement.

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

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India: (i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the Company for the year ended on that date.

1. 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 paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

c) The Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31st March 2013 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.

Annexure referred to in paragraph 2 of the auditor''s report on the accounts of Sudar Industries Limited, formerly known as Sudar Garments Limited for the year ending 31st March, 2013

As required by the Companies (Auditor''s report) Order, 2003 issued by the central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1 In respect of fixed assets:

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

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion the Company has not disposed off any substantial/major part of fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its inventories:

(A) As explained to us, the inventory has been physically verified by the management at regular intervals during the year.

(B) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

(A) The Company has not granted any Loans during the year. However, the year end the outstanding balance of loans was Rs.NIL and the maximum amount involved during the year was Rs.81.68 Lacs. The Company has taken loan from two parties and the year end outstanding is Rs.39.03 Lacs and maximum amount involved is Rs.141.63 Lacs.

(B) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions are not prima-facie prejudicial to the interest of the Company.

(C) In respect of loans taken and granted by the Company, the interest payment & receipt is regular and the principal amount is repayable on demand.

(D) Since the loans taken and granted by the Company are repayable on demand, no question of overdue amounts arises.

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 nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal control.

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(A) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in 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 explanation given to us, the transactions made in pursuance of contracts or arrangements, which need to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

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

8 We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of Shirts, Trousers and others pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records are to be made by a Cost Auditor. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

9 In respect of statutory dues:

(A) According to the information and explanations given to us, the Company was generally regular in depositing dues in respect of Employees Provident Fund, Employees State Insurance Fund, income tax and sales tax and other statutory dues.

(B) According to the records examined by us and the information and explanations given to us, there are no disputed amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee state insurance fund and other statutory dues at the end of the year.

10 The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks and financial institutions.

12 In our opinion and according to information and explanation given to us, no loans and advances have been granted by the

Company on the basis of security by way of pledge of shares, debentures and other security.

13 In our opinion the Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO, 2003 are not applicable to the Company.

14 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.

15 The Company has not given Guarantees for the loan taken by others from banks or financial institutions.

16 In our opinion, the term loans have been applied for the purpose for which they were raised.

17 According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18 The Company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year.

19 Clause 13 of the order is not applicable, as the Company has not issued any debentures during the year.

20 The Company has not raised money by public issue during the year 2012-2013, except the issuance of 39,54,377 equity shares of Rs.10/- each fully paid on preferential basis along with premium of Rs.55.75 per share for acquisition of Chemical unit at Baroda, Gujarat.

21 In our opinion and according to the information and explanations given to us no fraud on or by the Company have been noticed or reported during the year that causes the financial statements to be materially misstated.

For and On behalf of the Board of Directors

Place: Navi Mumbai Murugan M. Thevar

Date: 13/08/2013 Vice Chairman & Managing Director

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Mar 31, 2012

We have audited the attached Balance Sheet of Sudar Industries Limited as at 31st March 2012, 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.

1. 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 a reasonable basis for our opinion.

2. 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 paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

c) The Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31st March 2012 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.

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

(i) In so far as it is relates to Balance Sheet, of the state of affairs of the company as at 31st March 2012;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date; and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF SUDAR INDUSTRIES LIMITED (Formerly Known as Sudar Garments Ltd. ) FOR THE YEAR ENDING 31ST MARCH 2012

As required by the Companies (Auditor's report) Order, 2003 issued by the central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1) In respect of fixed assets:

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

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion the Company has not disposed off any substantial/major part of fixed assets during the year and the going concern status of the company is not affected.

2) In respect of its inventories:

(A) As explained to us, the inventory has been physically verified by the management at regular intervals during the year.

(B) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

(A) The company has granted Loans to one party. At the year end the outstanding balance of such loans granted was Rs. 81.68 Lacs and the maximum amount involved during the year was Rs. 93.68 Lacs. The company has taken loan from one party the at the year end outstanding is Rs. Nil and maximum amount involved is Rs. 114.32 Lacs.

(B) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other the terms and conditions are not prima-facie prejudicial to the interest of the company.

(C) In respect of loans taken and granted by the company, the interest payment & receipt is regular and the principal amount is repayable on demand.

(D) Since the loans taken and granted by the company are repayable on demand, no question of overdue amounts arises.

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 nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal control.

5) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(A) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

(B) In our opinion and explanation given to us, the transactions exceeding the value of 5 lakh in respect of any party during the year have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time where such prices are available.

6) In our opinion the company has not complied with the provisions of section 58A of the companies Act, 1956 and the rules framed there under.

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

8) We have broadly reviewed the books of account and records maintained by the company relating to the manufacture of Shirts, Trousers and others pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records are to be made by a Cost Auditor. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the company.

9) In respect of statutory dues:

(A) According to the information and explanations given to us, the company was generally regular in depositing dues in respect of Employees Provident Fund, Employees State Insurance Fund, and other statutory dues except in certain cases of income tax and sales tax, with the appropriate authority during the year.

(B) According to the records examined by us and the information and explanations given to us, there are no disputed amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee state insurance fund and other statutory dues at the end of the year.

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

11) Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and Debentures holders during the year.

12) In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other security.

13) In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO,2003 are not applicable to the company.

14) 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.

15) The Company has not given Guarantees for the loan taken by others from banks or financial institutions.

16) In our opinion, the term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

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

19) The Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

20) The Company has not raised money by public issues during the year 2011- 2012.

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For: M/s. J.S. Uberoi and Co. For: M/s. Suresh Hegde and Co.

Chartered Accountants Chartered Accountants

CA Amarjeet Singh Sandhu CA Suresh Hegde Membership No : 108665 Membership No : 118493

Place: Navi Mumbai Date : 01/09/2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of SUDAR GARMENTS LTD., as at 31st march, 2010 and Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing, standards generally accepted in India. Those Standards require thai 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 for our opinion.

3. As required by the Manufacturing and Other Companies (Auditors Report) Order. 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

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

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

c) The Balance Sheet and Profit & Loss account referred to in this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standard referred to in section 211 (3C) of the Companies Act, 1956, to the extent applicable;

e) On the basis of written representations received from the directors of the company 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.

0 In our opinion and to the best of our information and according to the explanations given to us. the Balance Sheet and the Profit & Loss account read with notes thereon, give the information required by the companies Act. 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of he state of affairs of the Company as at 31st March, 2010.



(ii) In case of the Prof: & Loss Account, of the Profit of the company for the year ended on that date.

ANNEXURE TO THE AUDITORSS REPORT

(Referred to in Paragraph (1) of our report, we further state as follows)

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

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

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under Section 301 of the companies Act. 1956 :

In view of what has been stated above, clause (iii)(b) regarding terms and. conditions of such loans, clause (iii)(c) regarding payment of principal amount and interest and clause (iii)(d) regarding, steps for recovery of overdue amount of Para 4 of the order are not applicable to the company for the year.

(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 for the purchase of inventory and fixed assets and for sale of goods.

(v) Based on the audit procedures applied by us and according to information and explanations provided by the management we are of the opinion that the company has not entered into any transactions during the year, which need to be entered into the register maintained under section 301 of the companies Act. 1956.

In view of what has been stated above, clause (v)(b) regarding reasonability of price of such transactions is not applicable.

(vi) During the year under review, the company has not accepted any deposited from public. Hence it is not violated any provisions of sections 58A and 58AA of the companies Act, 1956 and the companies (Acceptance of Deposits) Rules 1975.

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

(viii) In respect of activities of the company covered by the notification issued by central government under section 209(1) (d) the companies Act. 1956 we have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the prescribed rules and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the company, the company is regular in depositing with appropriates authorities undisputed statutory dues including provident Fund investor education and protection fund, employees, state insurance, income tax, sales tax, wealth tax, custom duty, cess and other statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax. wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(x) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks.

(xii) According to the information and explanations given to us. 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) The provisions of special statute applicable to Chit Fund. Nidhi or Mutual Benefit Fund/ Society are not applicable to the Company.

(xiv) The nature of Companys busincssactiviiies during the year does not include dealing in shares, securities, debentures or other investments, hence the requirement of offering comments on this clause is not applicable.

(xv) According to the information and explanations given to us and records made available to us. the terms and conditions of guarantees given by the Company for the loans taken by others from banks or financial institutions are in our opinion, prima facie not prejudicial to the interest of the Company.

(xvi) The term loans have been applied for the purposes 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 report that no funds raised on short-term basis have been used for long term investment by the Company.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) During the period covered by our audit report, the Company has not issued any debentures requiring report under this clause.

(xx) The Company has not raised any money by way public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxi) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

for Suresh Hegde And Co

Chartered Accountant

F Reg No: 125795W

CA Suresh Hegde

Membership Number 118493

Proprietor

Place: Mumbai.

Dated: 16.04.2010