Auditor Report of Alstone Textiles (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s SHALINI HOLDINGS LIMITED which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to 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 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness pf 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 matter which are required to be included in the audit report under the provision 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 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 on the financial statements.

Opinion

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

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

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

(C) In the case of the Cash Flow Statement, of the Cash Inflows for the year ended on that date;

Report on other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss, and cash flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Rules, 2014.

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

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

(i) the Company does not have any pending litigations which would impact its financial position.

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

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

ANNEXURE 'I' TO THE AUDITOR'S REPORT

The Annexure referred to in our report of even date to the members of Company named as at and for the year ended 31st March, 2015, we report that:

1. There is no Fixed Assets in the company.

2. The company does not have any inventories as at the date of the Balance Sheet because all its purchases of shares etc. has been shown in under the head of Investments.

3. (a) In our opinion and according to the information and explanations given to us, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) In View of the facts mentioned in Point No- a, above the provisions of clause regarding reasonableness of interest charges or paid are not applicable to the company during the year under report.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and for the sale of such stock-in-trade and services. Further, on the basis of our examination of books and records of the company and according to the information and explanations given to us, We have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us , the company has not accepted deposits as the company is a non banking Financial company the provision of section 73 & 74 are not applicable.

6. We have been informed that maintenance of cost records has not been prescribed by the Central Government of the Companies Act, for the year under review.

7. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) There is no pending disputed of any Authority said above.

8. The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit, as well as in the immediately preceding financial year.

9. Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions of paragraph 4 (xi) of the order regarding default in repayment of dues to a financial institution or bank or debenture holders doesn't arise.

10. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from a bank or financial institution.

11. According to the information and explanations given to us, We report that the company has not raised any term loans during the year.

12. Based on the audit procedures performed and the information and explanations given to us, We report that no fraud on or by the Company has been noticed or reported during the year, nor have We been informed of such case by the management.



FOR A A S G & CO. (CHARTERED ACCOUNTANTS) FRN : 025660N

CA. AMIT AGARWAL (Partner) M.NO. 518399

Place: Delhi Date : 27.05.2015

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Mar 31, 2013

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

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

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

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

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("theOrder") 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( of the Act, we report that:

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

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

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

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

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

Annexure referred to in paragraph [3] of our report of even date

TO MEMBERS OF SHALINI HOLDINGS LIMITED.

1. The Company do not have any fixed assets therefore Paragraph 4(i) of the Company's Auditor Report Order 2003 is not applicable.

2. Paragraph 4(ii) of the Company's Auditor Report Order 2003 is not applicable.Since the company is not doing any trading and manufacturing activity and do not have any inventories.

3. a. As informed to us , the company has during the year not granted any loans , secured or unsecured to companies , firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and accordingly paragraph 4(iii)(a)(b)(c) & (d) of the Order are not applicable.

b. As informed to us, the company has not taken loans, secured or unsecured during the year from companies firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, that transactions is required to be entered into the register maintained under section 301, transactions with parties with whom transaction exceeding value of Rupees five lakhs have been entered into the register during the financial year.

6. The Company has not accepted any deposits from the public.

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

8. We are of the opinion that the maintenance of cost records are not applicable as per rules framed by Central government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

9. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, Investor Education and protection fund, Employee's state insurance, sales tax, cess and other statutory dues applicable to it except income tax with the appropriate authorities though there has been delay in a few cases payment which were not in arrears at the end of the financial year.

10. The company has accumulated losses at the end of the financial year and are less than the net worth of the company till last year. It has incurred cash oss Rs. 4.91 lakhs during the current financial year. The Company has accumulated losses to the tune of Rs.54.36 Lac as on 31.03.2013.

11. Based on audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not taken any loan from any financial institution and bank during the year. The Company does not have any borrowing by way of debentures.

12. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special status applicable to chit fund and nidhi/ mutual benefit fund/ societies.

14. In respect of dealing in securities and other investment, in our opinion and according to the information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The security and other investment have been held by the Company in its own name except few shares.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by its subsidiaries and associates from bank or financial institutions.

16. During the year, the Company has not taken any term loan from the bank or financial institutions.

17. We have been informed by the management that the no funds raised on short- term basis have not been used for long- term investment and vice-versa.

18. The Company did not have any outstanding debenture during the year.

19. The Company has not raised any money through a public issue during the year

20. Based upon the audit procedures performed and information and explanation 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 during the year ended on 31.03.2013.

For Anuj Garg & Company, Chartered Accountants

Place: New Delhi Dated: 13.05.2013 (ANUJ GARG) Proprietor M.No. 082422