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Auditor Report of Ventura Textiles Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of VENTURA TEXTILES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information..

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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 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 true and fair view 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 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note No. 17 to the financial statements which describes the uncertainty related to loan which has been taken over by Asset Restructuring Company (ARC) from the bank which was settled at Rs. 9.10 crores between the ARC and company which is subject to payment of the same, however if company fails to make the payment to ARC then bank liability will be increased by Rs. 52.25 crores.

b) Note 18 in the financial statement which indicates that the Company has accumulated losses and its Net worth has been substantially eroded, These conditions, along with other matters set forth in Note 18, indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said

Note. Our opinion is not modified in respect of these matters.

Report on other Legal and Regulatory Requirements

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 appears from our examination of those books.

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

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

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

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i. The Company did not have any pending litigations which would impact its fianancial position.

ii. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses.

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

Annexure to the Auditor's Report

(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) The Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to no material discrepancies were noticed on such verification.

In our opinion fixed assets have been properly dealt with in the books of accounts

(ii) In respect of its Inventories:

(a) In our opinion, the management at reasonable intervals has physically verified the inventories and the frequency of verification is reasonable.

(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.

(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 the sale of goods and services. Further, on the basis of our examination of books and records of the company, carried out in accordance with the auditing standards generally accepted in India and according to the information and explanation given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public as per section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) According to information and explanation given to us, the maintenance of cost records has not been prescribed by the Central Government sub section (1) of section 148 of the Companies Act 2013.

(vii) According to the information and explanations given to us in respect of statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value added Tax, cess and any other statutory dues with the appropriate authorities during the year, except the dues detailed as under :

i. Profession Tax : Rs. 1,96,670/-

ii. Panchayat Tax : Rs. 7,32,773/-

(b) There are no disputed dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and any other statutory dues with the appropriate authorities during the year.

(viii) The Company has accumulated losses at the end of financial year, which is more than 50% of its net worth. Further the company did not have cash losses in the current financial year however incurred cash loss in the preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

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

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

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

for S.M. Kapoor & Co.

Chartered Accountants

(Shekhar Gupta)

Partner Place: Mumbai

Membership No. 15622 Date: 30.05.2015

Firm Regn. No. 104809 W


Mar 31, 2014

We have audited the accompanying financial statements of Ventura Textiles Limited (''the Company'') which comprise the Balance Sheet as on 31st March, 2014, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1 956 (''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 misstatements of the financial statements, whether due to fraud or error. In making those risks 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 given 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 31st March, 2014;

(ii) In the case of the Statement of Profit and Loss, of the loss 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 (Auditors 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representation received from the Directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Auditor''s Report

The Annexure referred to in our report to the members of Ventura Textiles Limited (''the Company'') for the year ended 31st March, 2014. We report that:

(i) The nature of the Company''s business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended.

(ii) 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) In our opinion, the procedures followed by the Management, were 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, the Company has not made substantial disposals during the year which has not affected the going concern.

(iii) In respect of its Inventories:

(a) Stores, spare parts and raw materials and the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act to three party covered in register under section 301 aggregating to Rs.30,09,276/-.

(a) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1 956, according to of the information and explanations given to us, the Company has not taken any interest free loans from one party covered in register u/s 301.

(b) The terms and conditions of the loans are, in our opinion, prima facie not prejudicial to the interests of the company.

(c) The payment of principal amount to the parties from whom loans taken by the Company is regular as per the mutual understanding between the parties.

(v) 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 and sale of inventory.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, no transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as per the provisions of Sections 58A and 58AA of Companies Act, 1956.

(viii) In our opinion and according to the information and explanations given to us, the Company does not have internal audit system commensurate with the size and the nature of its business

(ix) We are informed that during the year, there was no production activity due to labour strike and the company is applying to Central Government seeking exemption from Cost Audit under section 233 B of the Act.

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

(a) The Company has been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues to the extent of applicability to the Company with the appropriate authorities during the year, except the dues detailed as under :

Name of the Statute Nature of the dues Amount (Rs.)

Profession Tax Office Profession Tax 1,96,670

Grampanchayat Gonde Wadivarhe Panchayat Tax 5,93,967

(b) There is no disputed dues of Sale Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess.

(xi) According to the information and explanation given to us, the company has accumulated losses at the end of the financial year, which is not more than 50% of its net worth. Further, the company has incurred cash losses in the current period as well as in the preceding financial year.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(xiii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xv) According to the information and explanations given to us, the company has not taken any term loans during the year, except the debt restructuring from the Asset Reconstruction Company, as per note no.4.1.

(xvi) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the period for long term investment and vice versa.

(xvii) The Company has made preferential allotment of 1,39,87,325 Equity shares of Rs.10/- each during the year.

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

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

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

For S.M. Kapoor & Co. Chartered Accountants

(Shekhar Gupta) Place: Mumbai Partner Date: 30th May, 2014 Membership No. 15622


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ventura Textiles Limited (''the Company'') which comprise the Balance Sheet as on 31st March 2013, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

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 misstatements of the financial statements, whether due to fraud or error. In making those risks 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 given 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 31st March, 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 (Auditors 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representation received from the Directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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 the fixed assets.

b) Due to strike by the workmen, the company has not physically verified the fixed assets during the year.

c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the period under review.

(ii) In respect of it''s Inventories:

a) As explained to us, inventories were not physically verified during the year by the management at reasonable intervals. Refer note no. 10.1 to the notes to the accounts regarding non-verification of the stock.

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 were reasonable and adequate in relation to the size of the Company and the nature of its business, subject to note no. 10.1 to the notes to the accounts regarding non-verification of the stock as of March 31st due to strike.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification, subject to note no. 10.1 to the notes to the accounts regarding non-verification of the stock as of March 31st due to strike.

(iii) a) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, according to of the information and explanations given to us, the Company has granted interest free loan to one party covered in register u/s 301 aggregating to Rs.34,11,000/-.

b) The terms and conditions of the loan is, in our opinion, prima facie not prejudicial to the interests of the company.

c) The payment of principal amount by the party to whom loan was given by the company is regular as per the mutual understanding between the parties.

d) There is no overdue amount of such loan given to the aforesaid party.

e) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, according to the information and explanations given to us, the Company has taken interest free loan from 2 parties covered in register u/s 301 aggregating to Rs.2,95,82,000/-.

f) The terms and conditions of the loans are, in our opinion, prima facie not prejudicial to the interests of the company.

g) The payment of principal amounts to the parties from whom loan was taken by the company is regular as per the mutual understanding between the parties.

Annexure to the Auditor''s Report

The Annexure referred to in our report to the members of Ventura Textiles Limited (''the Company'') for the year ended 31st March, 2013. We report that:

(i) The nature of the Company''s business/activities during the year is such that clauses (xiii) and (xiv) of paragraph

4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended.

(ii) 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) In our opinion, the procedures followed by the Management, were 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, the Company has not made substantial disposals during the year which has not affected the going concern.

(iii) In respect of its Inventories:

(a) stores, spare parts and raw materials and the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act to one party covered in register under section 301 aggregating to Rs.39,69,000/-.

(a) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, according to of the information and explanations given to us, the Company has taken interest free loans from two parties covered in register u/s 301 aggregating to Rs.2,95,82,000/-.

(b) The terms and conditions of the loans are, in our opinion, prima facie not prejudicial to the interests of the company.

(c) The payment of principal amount to the parties from whom loans taken by the company is regular as per the mutual understanding between the parties.

(v) 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 and sale of inventory.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, no transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as per the provisions of Sections 58A and 58AA of Companies Act, 1956.

(viii) In our opinion and according to the information and explanations given to us, the Company does not have internal audit system commensurate with the size and the nature of its business

(ix) We are informed that during the year, there was no production activity due to labour strike and the company is applying to Central Government seeking exemption from Cost Audit under section 233 B of the Act.

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

(a) The Company has been regular in depositing undisputed statutory dues, including Income-tax, Sale- stax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues to the extent of applicability to the Company with the appropriate authorities during the year,except the dues detailed as under :

Name of the Statute Nature of the dues Amount (Rs.)

Profession Tax Office Profession Tax 1,96,670

Grampanchayat Gonde Wadivarhe Panchayat Tax 20,87,342

Land Revene Office, Igatpuri Non-Agricultural Tax 3,29,020

(b) There is no disputed dues of Sale Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess.

(xi) According to the information and explanation given to us, the company has accumulated losses at the end of the financial year, which is more than 50% of its net worth. Further, the company has incurred cash losses in the current financial year as well as in the preceding financial year.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(xiii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xv) According to the information and explanations given to us, the company has not taken any term loans during the year, except the debt restructuring from the Asset Reconstruction Company, as per note no.3.1.

(xvi) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xvii) The Company has not made any preferential allotment during the year.

(xviii) The company has not issued any debentures during the year under review.

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

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

For S. M. Kapoor & Co.

Chartered Accountants

(Shekhar Gupta)

Place : Mumbai Partner

Date : 30th May, 2013 Membership No. 15622


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ventura Textiles Limited as at 31st March, 2011 and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended by 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 give in the enclosure a statement on the matters specified in paragraph 4 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement for the year ended on that date dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except AS 1 5 regarding provision for gratuity, which has not been provided.

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

5. 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 subject to (i) note no. 6 regarding non-provision of wages , (ii) note no. 8 regarding valuation of inventory, (iii) note no. 9 regarding non-provision of interest on loans from banks and (iv) note no. 1 0 regarding non-provision of gratuity liability and leave encashment benefit, 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 ;

(ii) in the case of Profit & Loss Account of the Loss of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement of the cash flows of the Company 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 the fixed assets.

b) Due to strike by the workmen, the company has not physically verified the fixed assets during the year.

c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the period under review.

(ii) In respect of its Inventories:

a) As explained to us, inventories were physically verified during the period by the management at reasonable intervals, subject to note no. 8 to the notes to the accounts regarding non-verification of the stock as of March 31st due to strike.

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 were reasonable and adequate in relation to the size of the Company and the nature of its business, subject to note no. 8 to the notes to the accounts regarding non-verification of the stock as of March 31st due to strike.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification, subject to note no. 8 to the notes to the accounts regarding non-verification of the stock as of March 31st due to strike.

(iii) a) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, according to the information and explanations given to us, the Company has granted interest free loan to one party covered in register u/s 301 aggregating to Rs.34,75,000.

b) The terms and conditions of the loan is, in our opinion, prima facie not prejudicial to the interests of the company.

c) The payment of principal amoun by the party 1o whom loan was given by the company is regular as per the mutual understanding between the parties.

d) There is no overdue amount of such loan given to the aforesaid party.

e) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, according to the information and explanations given to us, the Company has taken interest free loan from 2 parties covered in register u/s 301 aggregating to Rs.2,78,20,000.

f) The terms and conditions of the loans are, in our opinion, prima facie not prejudicial to the interests of the company.

g) The payment of principal amounts to the parties from whom loan was taken by the company is regular as per the mutual understanding between the parties.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

a) To the best of our knowledge and belief and according the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

b) According to the information and explanations given to us, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public as per section 58A and 58AA of the Act.

(vii) According to information and explanation given to us, the company does not have internal audit system.

(viii) We are informed that during the year, there was no production activity due to labour strike and the company is applying to Central Government seeking exemption from cost audit under section 233 B of the Act.

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

a) The Company has been generally regular in depositing undisputed statutory dues, including Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues except PF and other dues with the appropriate authorities during the period. The company does not have any outstanding for more than six months as at the last day of the financial year, except PF and other dues, details as under :

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

Public Provident Fund Provident Fund 1,584,859 June'08 - office March'10

62,488 April-September '10

Profession Tax Office Profession Tax 157,695 -

Grampanchayat Panchayat Tax 1,194,295 - Gonde/Wadiwarhe

Land Revenue Office, Non-Agricultural 55,888 - Igatpuri Tax

b) The Company does not have any disputed amount in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, and cess for a period of more than six months from the date they became payable.

(x) According to the information and explanation given to us, the company has accumulated losses at the end of the financial year, which is more than 50% of its net worth. Further, the company has incurred cash losses in the current financial year as well as in the previous financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to Financial Institution and Banks, detailed as below:

Sr. Nature of dues Amount period from Nature of No. Rs. which default default soccurred

1 Term loan - SBI 102,66,666 Jul 08 to Mar Installme 11 nts not paid

2 Term loan-SBI 27,94,288 Jul 08 to Mar Interest 10 not paid

3 Working capital term 293,33,334 Jul 08 to Mar Installme loan - SBI 11 nts not paid

4 Working capital term 27,40,196 Jul 08 to Mar Interest loan - SBI 09 not paid

5 Export packing 1,67,15,732 Jul 08 to Mar Interest credit - SBI. 09 not paid

6 Debenture holders 2,43,91,781 Jan 08 to Mar Interest 09 not paid 7 Debenture holders 59,54,795 April 09 to Interest June 09 not provided & not paid

(xii) According to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the above said order are not applicable to the Company.

(xiii) The company is not a Chit fund or a nidhi mutual benefit fund/ society. Accordingly, the provisions of clause 4 (xiii) of the above said order are not applicable to the Company.

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

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

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the period for the purposes for which the loans were obtained.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the period for long term investment and vice versa.

(xviii) According to the information and explanation given to us, the Company during the year 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) According to the information and explanations given to us, the company has not issued debentures during the year ended March 31, 2011 and hence clause xix is not applicable.

(xx) According to the information and explanations given to us, the Company has not raised money by way of public issue during year ended March 31, 2011. Accordingly, the provisions of clause 4(xx) of the above said order are not applicable to the Company.

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

For S.M. Kapoor & Co. Chartered Accountants Sd/-

(Shekhar Gupta) Partner Membership No. 15622



Place Mumbai Date 27th May, 2011



 
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