Auditor Report of Anirit Ventures Ltd.

Mar 31, 2025

Anirit Ventures Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the Financial Statements of Anirit Ventures Limited which comprise the balance sheet as at 31st March 2025, and the statement of Profit and Loss, statement of cash flows for the year ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its loss, its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the “Auditor''s Responsibilities for the Audit of the Financial Statements section of our report''! We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Companies Act, 2013 and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Matters

The Statement includes Comparative figures of the Company for the year ended March 31, 2024 which have been reviewed by the predecessor firm of statutory auditors vide their report dated May 28, 2024 in which predecessor Auditor T.V.SUBRAMANIAN AND ASSOCIATES have expressed qualified opinion “on the basis that the carrying value of Property Plant and Equipment value is zero indicating absence of any productive asset for the foreseeable future which casts a concern on the continuity of the concern to

be going. However, the Board of Directors have informed that the company intends to do business of commission agency in future. Further the Board of Directors indicates a possible change in management based on a share purchase agreement dated 15.05.2024, both the factors which negate such a view. As the issue is uncertain at this point in time, qualified opinion on going concern aspect is warranted''.

In the current year being the Company is acquired by the new management for agriculture and related ancillary business purpose and the required amount of money is infused and will be infused by the Holding Company as and when required, the said matter is considered as resolved.

Our opinion is not modified in respect of the above matter.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board report but does not include the Financial Statements and our auditor''s report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the act'') with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity 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. This responsibility 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 are 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.

In preparing the Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

3. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

4. We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“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" a statement on the matters specified in the paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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 books;

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

d) In our opinion, the aforesaid Financial Statements comply with the applicable Indian Accounting Standards specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015.

e) On the basis of written representations received from the directors as on March 31, 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164(2) of the Act.

f) As per circular no G.S.R 464 (E), dated 13th June 2017 the clause (i) of section 143(3) of the Act regarding the internal financial control over financial reporting of the company and operating effectiveness of such controls, refer our separate report in “Annexure B”

g) With respect to other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

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

i. The Company has not any pending litigations on 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.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. Since the Company has not declared / paid any dividend during the year, Section 123 of the Act is not applicable.

i) Based on our examination, which included test checks, the company has used accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility which operated throughout the year. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

j) In our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

For S G C O & Co. LLP

Chartered Accountants

Firm Reg. No 772087W/W100184

Sd/-

Gourav Roongta

Partner

Mem. No.: 186176

UDIN No : 25186176BMKVEJ5078

Place: Mumbai Date: 23rd May, 2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Flora Textiles Limited ("the Company"), which comprise the balance sheet as at 31^st March 2024, and the statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein referred to as the Standalone Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects of the matters described in the basis for the Qualified opinion section of our report, the aforesaid standalone 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 Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

As stated in note 3 per the accompanying financial statements, the carrying value of Property Plant and Equipment value is zero indicating absence of any productive asset for the foreseeable future which casts a concern on the continuity of the concern to be going. However, the Board of Directors have informed that the company intends to do business of commission agency in future. Furter the Board of Directors indicates a possible change in management based on a share purchase agreement dated 15.05.2024, both the factors which negate such a view. As the issue is uncertain at this point in time, qualified opinion on going concern aspect is warranted.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the

ethical requirements that are relevantto our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matter

We draw attention to the note 3 of accompanying standalone financial statements in relation the absence of property plant and equipment which is the basis for continuation of going concern (SA 570) and the management''s perception on the continuity of the concern despite the same. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matters described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matter to be communicated in our report

	Key Audit matter			How our audit addressed the key audit matter
	Assessment of Going Concern basis - refer note 3 to the accompanying standalone financial statements
	During the year under review the company sold its Property Plant and equipment. While the above fact has indicated a need to assess the Company''s ability to continue as a going concern, as mentioned in the aforesaid note 3, the company has taken into consideration the following mitigating factor in its statement for going concern basis			Our audit procedures included but were not limited to, the following in relation to assessment of appropriateness of going concern basis of accounting: • Obtained an understanding of the management''s process for identifying all the events or conditions that could impact the Company''s ability to continue as a going
				concern and the process followed to assess the
	Sale by stakeholders and prospects of continuity of the incumbent			mitigating factors for such events or conditions. Also, obtained an understanding around the
				methodology adopted and the associated
	Management has prepared future cash flow forecast taking into cognizance the above			controls implemented by the Company to assess their future business performance to prepare a
development and performed sensitivity analysis for their assumptions whether the company would be able to operate as a going concern for a period of at least 12 months and concluded that the going concern basis of accounting used for preparation of the accompanying financial statements is appropriate with no material uncertainty.			robust cash flow forecast; • Reconciled the cash flow forecast to the future business plans of the Company as approved by the Board of Directors and considered the same for our assessment of the Company''s capability to meet its financial obligation falling due within next twelve months; • In order to corroborate management''s future

We have considered the assessment of		business pla ns and to identify potential
management''s evaluation of going concern		contradictory information, we read the minutes
basis of accounting as a key audit matter due to		of the Board of Directors and discussed the
the pervasive impact thereof on the standalone		same with the management;
financial statements and the	significant	• Tested the appropriateness of key
judgements and assumptions	that are	assumptions used by the management
inherently subjective and dependent	on future	• Performed independent sensitivity analysis to
events, involved in preparation of	cash flow	test the impact of variation on the cash flows
projections and determination of the overall		due to change in key assumptions;
conclusion by the management.		• Reviewed the historical accuracy of the cash flow projections prepared by the management in prior periods and • Assessed the appropriateness and adequacy of the disclosures made in the standalone financial statements in respect of going concern.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance, Directors'' Report etc., but does not include the standalone financial statements and our auditor''s report thereon. These reports are expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read these reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance

Management and Those charged with governance''s Responsibility for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

b) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

c) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

d) Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because of adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.

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 of the accompanying standalone financial statements.

b) Except for the effects/possible effects of the matters described in the basis for Qualified opinion section, 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 (including other comprehensive income), and Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, Except for the effects/possible effects of the matters described in the basis for

Qualified opinion section the aforesaid standalone 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) The matters described in the Emphasis of matter reported in key audit matter section and basis for qualified opinion section, in our opinion may have an adverse effect on the functioning of the company

f) In terms of Notification no. G.S.R. 463 (E) dt. 05.06.2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164(2) of the Companies Act, 2013 in respect of disqualification of directors are not applicable to the Company.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) 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. Except for the effects/possible effects of the matters described in the basis for Qualified opinion section, The Company does not have any pending litigations which would impact its financial position

ii. Except for the effects/possible effects of the matters described in the basis for Qualified opinion section The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Except for the effects/possible effects of the matters described in the basis for Qualified opinion section Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under(a)and (b) above, contain any material misstatement.

v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and Based on our examination which included test checks, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention

For T.V.SUBRAMANIAN AND ASSOCIATES CHARTERED ACCOUNTANTS FRN:007433S

Place: Coimbatore

Date: 28.05.2024 (T.RATHINAVEL)

(PARTNER)

M.NO : 025744 (UDIN: 24025744BKEJJC4583)

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) 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 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 31st March, 2015 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:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements

2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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.

(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.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from 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, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records and Rules) Rules, 2014 prescribed by the Central Government under Section 148[1 ] of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Cess and other material statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

(viii) The accumulated losses of the Company at the end of the financial year is Rs.1634.04 lakhs (Previous year Rs. 1524.84 lakhs). The Company has incurred a cash loss of Rs. 104.73 lakhs (Previous year Rs.63.76 lakhs) during the financial year covered by our audit.

(ix) According to the information and explanations given to us, the Company has not raised any loans from financial institutions, banks and debenture holders. Hence the provisions of default does notarise.

(x) In our opinion and according to the information and explanations given to us, no guarantees has been given by the company for loan taken by others.

(xi) In our opinion and according to the information and explanations given to us, no term loans were obtained by the company during the financial year.

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

Place: Coimbatore FOR ANJANA & CO Date: 30.05.2015 (FRN No 006724S) CHARTERED ACCOUNTANTS PRAVIN KUMAR MAHESHWARI PARTNER (Membership no 26866)

---

Mar 31, 2013

We have audited the attached Balance Sheet of Flora Textiles Limited as at 31st March 2013, the Profit and Loss Account for the year ended and Cash flow statement 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 Stan- dards 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 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.

2. As required by the Companies (Auditors Report) Order, 2003, issued by the 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 paras 4 & 5 of the said order.

3. We further report that:

(a) We have obtained all the informa''tion and explanations which is to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion. Proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

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

(d) In our opinion, the Profit & Loss account .Balance Sheet and Cash flow statement dealt with by this report comply with Accounting Standards specified by The Institute of Chartered Accountants of India referred to in sub-section 3 ( C ) of Section 211 of the Companies Act, 1956.

(e) Based on the epresentations made by the Directors as on March 31, 2013 and taken on record by the Board of Directors of the company and information and explanation given to us , 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.

(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 accounting policies and other notes, thereon gives the information required by 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:

(a) In the case of the Balance Sheet of the state of affairs of the company as at 31st March 2013

(b) In the case of the Profit and Loss Account of the Profit for the year ended on that date.

(c) In the case of the Cash flow statement for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (2) OF OUR AUDIT REPORT OF EVEN DATE OF FLORA TEXTILES LIMITED

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

(b) As explained to us, according to the practice of the company fixed assets are physically verified by the management at reasonable intervals in a phased verification programme, which in our opinion, is reasonable looking at the size of the company and the nature of its business. During the year, as informed to us no material discrepancies have been notified on such verification.

® During the year, the company has not disposed off substantial part of its fixed assets so as to affect its going concern.

II a) As explained to us the inventories have been physically verified during the year, by the Management.

b) The procedures, as explained to us which are followed by the management for physical verification of inventories are in our opinion adequate in relation to the size of the company and the nature of the business.

c) The company is maintaining proper records of inventory and it is told to us that the discrepancies that were noticed in the course of physical verification have been properly dealt with in the book of accounts

III The Company has not granted/taken any loan secured or unsecured to/from companies Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence matters regarding rate of interest, terms and conditions of loans, repayments and overdue amounts more than one lakh of rupees are not applicable.

IV In our opinion and according to the information 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 the purchase of inventory and fixed assets and for the sale of goods. During the course of audit no major weakness has been noticed in the Internal Controls.

V As explained to us, during the year there has not been any transactions required to be entered in the register maintained under Section 301 of the Companies Act,1956, and aggregating during the year to Rs.5,00,000/- or more in respect of each such party.

VI The company has not accepted deposits from the public and hence the provisions of Section 58 A of the Companies Act, 1956 and the rules framed there under are not applicable. In the company case, the Company Law Board has passed no order.

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

VIII In our opinion, and according to the information given to us the provisional of Section 209 (1) (d) of the Companies Act 1956, are not applicable to the company.

IX According to the records, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employes state Insurance, Income tax, Sales tax, Wealth tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There are no undisputed statutory dues that are outstanding at the end of the Financial year which have been due by more than 6 months.

X As the Accumulated Losses exceed the Net Worth of the Company, the Company remains a Sick Industrial Company within the meaning of Sick Industrial Company (Special Provisions) Act, 1985. It has incurred Cash Losses in the Current Financial year.

XI On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or Debenture Holders.

XII As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities and hence maintenance of documents and records relating to such items are not applicable.

XIII The provisions of any special status applicable to chit funds are not applicable as the company is not a nidhi/ has a mutual benefit fund/ society.

XIV In respect of investments dealt or traded by the company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All investments are held by the company in its own name.

XV The company has not given any guarantee for loans taken by others from banks or financial institutions.

XVI The company has not taken any term loan during the year covered by our audit.

XVII Based on our examination of the books of accounts and Balance Sheet of the company we are of the opinion that funds raised on short term basis have not been used for long term investment.

XVIII The company has not made any preferential allotments of shares during the year.

XIX The company has not issued any debenture during the year.

XX The company has not raised any money by public issues during the year.

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.

Place: Coimbatore

Date: 31.05.2013

For ANJANA & CO

(FRNNO.006724S)

Chartered Accountants

PRAVIN KUMAR MAHESHWARI

Partner

(Membership No. 026866)

---

Mar 31, 2012

We have audited the attached Balance Sheet of Flora Textiles Limited as at 31st March 2012, the Profit and Loss Account for the year ended and Cash flow statement 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 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.

2. As required by the Companies (Auditors Report) Order, 2003, issued by the 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 paras 4 & 5 of the said order.

3. We further report that

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

(b) In our opinion. Proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

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

(d) In our opinion, the Profit & Loss account .Balance Sheet and Cash flow statement dealt with by this report comply with Accounting Standards specified by The Institute of Chartered Accountants of India referred to in sub-section 3 ( C ) of Section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors as on March 31, 2012 and taken on record by the Board of Directors of the company and information and explanation given to us , none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 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 accounting policies and other notes, thereon gives the information required by 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:

(a) In the case of the Balance Sheet of the state of affairs of the company as at 31st March 2012

(b) In the case of the Profit and Loss Account of the Loss for the year ended on that date.

(c) In the case of the Cash flow statement for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (2) OF OUR AUDIT REPORT OF EVEN DATE OF FLORA TEXTILES LIMITED

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

(b) As explained to us, according to the practice of the company fixed assets are physically verified by the management at reasonable intervals in a phased verification programme, which in our opinion, is reasonable looking at the size of the company and the nature of its business. During the year, as informed to us no material discrepancies have been notified on such verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets so as to affect its going concern;

II a) As explained to us the inventories have been physically verified during the year, by the Management.

b) The procedures, as explained to us which are followed by the management for physical verification of inventories are in our opinion adequate in relation to the size of the company and the nature of the business.

c) The company is maintaining proper records of inventory and it is told to us that the discrepancies that were noticed in the course of physical verification have been properly dealt with in the book of accounts

III The Company has not granted/taken any loan secured or unsecured to/from companies Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence matters regarding rate of interest, terms and conditions of loans, repayments and overdue amounts more than one lakh of rupees are not applicable.

IV In our opinion and according to the information 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 the purchase of inventory and fixed assets and for the sale of goods. During the course of audit no major weakness has been noticed in the Internal Controls.

V As explained to us, during the year there has not been any transactions required to be entered in the register maintained under Section 301 of the Companies Act,1956, and aggregating during the year to Rs.5,00,000/- or more in respect of each such party.

VI The company has not accepted deposits from the public and hence the provisions of Section 58 A of the Companies Act, 1956 and the rules framed there under are not applicable. In the company case, the Company Law Board has passed no order.

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

VIII In our opinion, and according to the information given to us the provisional of Section 209 (1) (d) of the Companies Act 1956, are not applicable to the company.

IX (a) According to the records, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education 8 Protection Fund, Employees state Insurance, Income tax, Sales tax, Wealth tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There are no undisputed statutory dues that are outstanding at the end of the Financial year which have been due by more than 6 months.

(b) On the basis of our examination of the documents and records, the disputed statutory dues that have not been deposited with the appropriate authorities are as under:

Nature of the Dues Amount in Rs. Forum where Dispute is pending

1. Customs Duty 7120395 CEGAT

X As the Accumulated Losses exceed the Net Worth of the Company, the Company remains a Sick Industrial Company within the meaning of Sick Industrial Company (Special Provisions) Act, 1985. It has incurred Cash Losses in the Current Financial year.

XI On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or Debenture Holders.

XII As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities and hence maintenance of documents and records relating to such items are not applicable.

XIII The provisions of any special status applicable to chit funds are not applicable as the company is not a nidhi/ has a mutual benefit fund/ society.

XIV In respect of investments dealt or traded by the company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All investments are held by the company in its own name.

XV The company has not given any guarantee for loans taken by others from banks or financial institutions.

XVI The company has not taken any term loan during the year covered by our audit.

XVII Based on our examination of the books of accounts and Balance Sheet of the company we are of the opinion that funds raised on short term basis have not been used for long term investment.

XVIII The company has not made any preferential allotments of shares during the year.

XIX The company has not Issued any debenture during the year.

XX The company has not raised any money by public issues during the year.

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.

Place: Coimbatore

Date: 31.05.2012 For ANJANA & CO

(FRN No. 006724S)

Chartered Accountants

PRAVIN KUMAR MAHESHWARI

Partner

(Membership No. 26866)

---

Mar 31, 2010

We have audited the attached Balance Sheet of FLORA TEXTILES LIMITED, as at 31 March, 2010, the Profits Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion in these financial statements based in our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial-statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. As audit also includes, assessing the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003, issued by the Government on 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 paras 4 & 5 of the said order.

3. We further report that:

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of the books of the Company;

(iii) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with books of account of the Company

(iV) In our opinion, Balance Sheet, Profit & Loss Account and the 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

(V) Based on the representations made by the Directors as on 31 March, 2010 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31 March, 2010, prima facie disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(Vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the 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;

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

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

(c) in case of the Cash Flow Statement, of the Cash Flows for the year as on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (2) OF OUR AUDIT REPORT OF EVEN DATE OF FLORA TEXTILES LIMITED

(I) (a) The company has maintained proper records showing full particulars including Quantitative datails and situation of fixed assets.

(b) As explained to us, according to the practice of the company Fixed Assets are physically verified by the management at reasonable intervals in a phased verification programme, which in our opinion, is reasonable looking at the size of the company and the nature of its business. During the year, as informed to us no material discrepancies have been noticed on such verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets so as to affect its going concan;

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

(b) The procedures, as explained to us, which are followed by the management for physical verification of inventories are in our opinion adequate in relation to the size of the company and the nature of the business.

(c) The company is maintaining proper records of inventory and it is told to us that the discrepancies that were noticed in the course of physical verification have been properly dealt with in the books of accounts.

(iii) The company has not granted / taken any loan secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, and hence matters regarding rate of interest, terms and conditions of loans, repayments and overdue amounts more than one lakh of rupees are not applicable.

(iv) In our opinion and according to the information 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 the purchase of inventory of inventory and fixed assets and for the sale of goods. During the course of audit no major weakness has been noticed in the Internal Controls.

(V) As explained to us, during the year there not been any transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 5,00,000/-or more in respect of each such party.

(Vi) The company has not accepted deposits from the public and hence the provisions of Section 58 A of the Companies Act, 1956 and the rules framed there under are not applicable. In the companys case, the Company Law Board has passed no order

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

(Viii) In our opinion and according to the information given to us the provisions of Section 209 (1 )(d) of the Companies Act, 1956 are not applicable to the company.

(iX) (a) According to the records of the company the company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees state Insurance, Income tax, Sales tax, Wealth tax. Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There are no statutory dues that are outstanding at the end of the Financial year which have been due by more than 6 months.

(b) On the basis of our examination of the documents and records, the disputed statutory dues that have not been deposited with the appropriate authorities are as under:

Nature of the Dues Amount Forum where Dispute is pending In Rs.

1. Customs Duty 71,20,395.00 CEGAT

(x) As the Accumulated Losses exceed the Net Worth of the Company, the Company remains a Sick Industrial Company within the meaning of Sick Industrial Company (Special Provisions) Act, 1985. However it has not incurred Cash Losses in both the Current Financial year and also the Financial Year immediately preceding the current Financial Year.

(xi) On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institution, banks or Debenture Holders.

(xii) As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities, and hence maintenance of documents and records relating to such items are not applicable.

(xiii) The provisions of any special statute applicable to chit fund are not applicable as the company is not a nidhi / has a mutual benefit fund/society.

(xiv) In respect of investments dealt or traded by the company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All investments are held by the company in its own name.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions

(xvi) The company has not taken any term loans during the year covered by our audit.

(xvii) Based on our examination of the Books of Accounts and Balance Sheet ot the Company, we are of the opinion that funds raised on short term basis have not been used for long term investment.

(xviii) The company has not made any preferential allotment of shares during the year. (xix) The company has not raised any debentures during the year (::x) The company has not raised any money by public issues during the year.

(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 and on behalf of

ANJANA & CO

Chartered Accounts

Pravin Kumar Maheshwari

Partner

(Membership No: 26866)

---

Mar 31, 2003

1. We have audited the attached Balance Sheet of Flora Textiles Limited as at 31st March 2003 and the Profit and Loss Account 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perfom the Audit to obtain reasonable assurance about whether financial statements are free of material misstatement. An Audit includes examining on test basis, evidence supporting the amount and disclousers in the financial statements. An audit also includes assesing the accounting principles used and significant estimates made by the management, as wellas 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 we enclose in the annexure, a statement on the matters specified in paragraph 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) Proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the Books of Accounts of the Company.

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the requirements of the Accounting Standards specified by The Institute of Chartered Accountants of India referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors as on March 31,2003 and taken on record by the Board of Directors we report that none of the Director is disqualified as on March 31, 2003 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes thereon gives the information required by Companies Act, 1956 in the manner so required and give a true and fair view in confirmity 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 2003 and

(b) In the case of the Profit and Loss Account of Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT

OF EVEN DATE

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As informed to us, fixed assets have been physically verified by the Management during the year and no serious discrepancies have been noticed on such verification,

2) None of the Fixed Assets has been revalued during the year.

3) The Management conducted physical verification of Stocks of finished goods, spare parts and raw materials at reasonable intervals.

4) The procedures for physical verification of stocks followed by the Management were reasonable and adequate to the size of the Company and nature of business.

5) No material discrepancies were noticed on physical verification of stocks as compared to the book records.

6) On the basis of examination of the stocks, in our opinion, the valuation of stocks of raw materials, finished and semi finished goods, stores and spares, were fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier year.

7) The Company has taken unsecured loans from Companies, firms and other parties listed in the register maintained U/s 301 of the Companies Act, 1956 and also from Companies under the same Management as defined under sub section 1 (B) of section 370 of the Companies Act, 1956. The rate of interest and other terms and conditions on such loans are not prima facie prejudicial to the interest of company.

8) The Company has not granted any loans secured or unsecured to Companies, firms or other parties listed in the registers maintained U/s 301 of the Companies Act, 1956. In terms of sub section (6) of section 370 of the Companies Act 1956 the provision of the section are not applicable to a company on or after 31 st October 1998

9) No loans or advances in the nature of loans granted by the company to any party except advances to staff which are being repaid in stipulated installments without interest.

10) The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of stores, raw materials including components, plant and machinery equipment and other assets and for the sale of goods.

11) According to the information and explanations given to us there were no transactions for purchase of goods and materials and sale of goods, material and services, made in pursuance of contracts or arrangements entered in the registers maintained U/s 301 of the Companies Act, 1956, aggregating during the year to Rs. 50,000/- (Rupees Fifty Thousand only) or more in respect of each party.

12) There were no unserviceable or damaged stores, raw materials of finished goods requiring provision in the account for loss.

13) The Company has accepted deposits from Directors, their Relatives and Associates, without extending any invitation to the public.

14) The Company is maintaining reasonable records for the sale and disposal of realisable By-Products and for sale of scraps.

15) The Company has an internal Audit System which in our opinion is commensurate with the size and nature of Business.

16) The company claims that it has maintained the books of accounts pursuant to the rules made by the Central Government for the maintenance of cost records U/s 209(1 )(d) of the Companies Act, 1956. However, we have not made examination of such records.

17) According to the books of Company, the Provident Fund dues and Employees State Insurance dues have been deposited regularly with the appropriate authorities.

18) Undisputed amount relating to income tax payable, for which is outstanding, for more than 6 months is Rs. 1,24,332/- Other than the above, no undisputed amounts payable in respect of sales tax, customs duty and excise duty, which were outstanding as at the close of the year for a period of more than 6 months from the date on which it became payable.

19) In our opinion and as explained to us, none of the personal expenses of the employees or Directors has been charged to the revenue of the Company, other than those paid under contractual obligations or in accordance with generally accepted business practice.

20) The Company is a Sick Industrial Company within the meaning of Clause (0) of Sub-section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For ANJANA & CO

Chartered Acccountants

PRAVIN KUMAR MAHESWARI

PARTNER

Place : Coimbatore Date : 31.05.2003

---

Mar 31, 2002

1. We have audited the attached Balance Sheet of Flora Textiles Limited as at 31st March 2002 and the Profit and Loss Account for the year ended on that date annexed thereto. These Financial statesment are the responsibility of the companys 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 perfom the Audit to obtain reasonable assurance about whether financial statements are free of material misstatement. An Audit includes examining on test basis, evidence supporting the amount and disclousers in the financial statements. An audit also includes assesing the accounting principles used and significant estimates made by the management, as wellas 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 we enclose in the annexture, a statement on the matters specified in paragraph 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) Proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the Books of Accounts of the Company.

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the requirements of the Accounting Standards specified by The Institute of Chartered Accountants of India referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent possible.

e) On the basis of written representation received from the Directors as on March 31,2002 and taken on record by the Board of Directors we report that none of the Director is disqualified as on March 31, 2002 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes thereon gives the information required by Companies Act, 1956 in the maanner so required and give a true and fair view in confirmity 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 31 st March 2002 and

(b) In the case of the Profit and Loss Account of Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As informed to us, fixed assets have been physically verified by the Management during the year and no serious discrepancies have been noticed on such verification.

ii) None of the Fixed Assets has been revalued during the year.

3) The Management conducted physical verification of Stocks of finished goods, spare parts and raw materials at reasonable intervals.

4) The procedures for physical verification of stocks followed by the Management were reasonable and adequate to the size of the Company and nature of business.

5) No material discrepancies were noticed on physical verification of stocks as compared to the book records.

6) On the basis of examination of the stocks, in our opinion, the valuation of stocks of raw materials, finished and

semi finished goods, stores and spares, were fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier year.

7) The Company has taken unsecured loans from Companies, firms and other parties listed in the register maintained U/s 301 of the Companies Act,1956 and also from Companies under the same Management as defined under sub section 1 (B) of section 370 of the Companies Act, 1956. The rate of interest and other terms and conditions on such loans are not prima facie prejudicial to the interest of company.

8) The Company has not granted any loans secured or unsecured to Companies, firms or other parties listed in the registers maintained U/s 301 of the Companies Act, 1956 or to companies under the same management as defined under section 371 (B) of the Companies Act, 1956.

9) No loans or advances in the nature of loans granted by the company to any party except advances to staff which are being repaid in stipulated installments without interest.

10) The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of stores, raw materials including components, plant and machinery equipment and other assets and for the sale of goods.

11) According to the information and explanations given to us there were no transactions for purchase of goods and materials and sale of goods, material and services, made in pursuance of contracts or arrangements entered in the registers maintained U/s 301 of the Companies Act, 1956, aggregating during the year to Rs. 50,000/- (Rupees Fifty Thousand only) or more in respect of each party.

12) There were no unserviceable or damaged stores, raw materials of finished goods requiring provision in the account for loss.

13) The Company has accepted deposits from Directors, their Relatives and Associates, without extending any invitation to the public.

14) The Company is maintaining reasonable records for the sale and disposal of realisable By-Products and for sale of scraps.

15) The Company has an internal Audit System which in our opinion is commensurate with the size and nature of Business.

16) The company claims that it has maintained the books of accounts pursuant to the rules made by the Centra! Government for the maintenance of cost records U/s 209(1)(d) of the Companies Act, 1956. However, we have not made examination of such records.

17) According to the books of Company, the Provident Fund dues and Employees State Insurance dues have been deposited regularly with the appropriate authorities.

18) Undisputed amount relating to income tax payable, for which is outstanding, for more than 6 months is Rs. 1,24,332/- Other than the above, no undisputed amounts payable in respect of sales tax, customs duty and excise duty, which were outstanding as at the dose of the year for a period of more than 6 months from the date on which it became payable.

19) In our opinion and as explained to us, none of the personal expenses of the exployees or Directors has been charged to the revenue of the Company, other than those paid under contractual obligations or in accordance with generally accepted business practice.

20) The Company is a Sick Industrial Company within the meaning of Clause (0) of Sub-section 3 of the Sick Industrial Companies (Special Provisions)

For ANJANA & CO

Chartered Acccountants PRAVIN KUMAR MAHESWARI PARTNER

Place : Coimbatore Date : 31.07.2002