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Auditor Report of Banswara Syntex Ltd.

Mar 31, 2018

1. Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of BANSWARA SYNTEX LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow statement & the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information

2. Management''s Responsibility for the Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of the State of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

We believe that the audit evidence obtained by us & other auditors in terms of their reports referred to in others matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its Profit (financial performance including other comprehensive income), its Cash Flow and the changes in equity for the year ended on that date.

5. Emphasis of Matters

(a) Attention is invited to Note 56 of Standalone Ind AS Financial Statement During the year, the company has implemented SAP for certain business processes. Inventory valuations and raw material consumption have been worked out manually based on the other records available/physical Inventories taken by the management. Necessary up-dation in SAP modules shall be done in subsequent period.

(b) Attention is invited to Note 57 Standalone Ind AS Financial Statement The Company has noticed a fraud of Rs.196.89 Lakh approximately at Surat Unit and lodged FIR on 27.04.2018. This matter is under Investigation. In view of the management, there will not be any material financial impact on the financial results of the company.

Our report is not qualified in respect of the above matters.

6. Other Matters

The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) rules, 2006 audited by the predecessor auditors whose report for the year ended 31st March 2017, and 31st March 2016 dated 25th May 2017 and 23rd May 2016 respectively expressed an unmodified opinion on those standalone Ind AS financial statements. The adjustments to those financial statements for the difference in accounting principles adopted by the company on transition to the Ind AS have been audited by us.

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

7. Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit & Loss including Other Comprehensive Income, the statement of cash flows and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS financial Statements comply with the Indian Accounting Standard(Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Act

f) The matter described in the Emphasis of matter Paragraph above, in our opinion, may not have an adverse effect on the functioning of 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 explanation given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-Refer Note 47 of the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivate contracts.

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

Annexure A" to the Independent Auditors'' Report of even date on the Standalone Ind AS Financial Statements of Banswara Syntex Limited for the year ended 31st March, 2018

i. 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 by the management during the year. There is a regular program of verification, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were noticed on such verifications.

c) Based on our verification and according to information and explanation given to us, The title deeds of immovable properties are held in the name of the company except one lease deed under execution of Daman Land as disclosed in Note no 2 of financial statement. Fourteen title deeds are mortgaged with the Banks/Financial Institution for securing the long term borrowings.

ii. The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on comparison of physical verification with book records were not material and have been properly dealt with in the books of account.

iii. According to the information and explanation given to us by the management and records produced, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Therefore, paragraph 3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanation given to us, the Company has complied with the Provision of Section 186 of the Companies 2013 in respect of the Investment made. The company has not granted any loans and has not given any guarantee and security under the provision of Section 185 of the Companies Act 2013.

v. The Company has accepted deposits and complied with directives issued by the Reserve Bank of India and the provisions of the Companies Act 2013 and the rules frame there under. No order has been passed with respect to section 73 to 76 by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vi. The Company has maintained cost records as required under section 148(1) of the Companies Act, 2013. However, we are neither required to carry out, nor have carried Out any detailed examination of such accounts and records.

vii. a. The Company is generally regular in depositing undisputed statutory dues including provident fund, Employees''State Insurance, income tax, sales tax, service-tax, duty of customs, duty of excise, value added tax, Goods & Service Tax, cess and any other statutory dues applicable with the appropriate authorities. According to the information and explanation given to us, there are no undisputed statutory dues which were outstanding as on 31.03.2018 for a period of more than six months from the date the same become payable.

b. According to information and explanation given to us, and as per our examination of records of the Company, following are the particulars of dues on account of sales tax, service tax, entry tax, trade tax, income tax, duty of customs, royalty, provident fund, duty of excise and cess matters that have not been deposited on account of dispute as on 31.3.2018.

Name of the statute

Nature of disputed Dues

Amount outstanding (Rs. In Lakhs )

Period to which the amount relates

Forum where dispute is pending

Income Tax Act 1961

Income Tax

587.61

2014-15 & 2015-16

CIT(Appeals)

Udaipur

Custom Act, 1962

Custom

Duty

0.20

2012

CESTAT,

Ahmedabad

Custom Act, 1962

Custom

Duty

297.93

2013

Rajasthan High Court, Jodhpur

viii. According to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institutions or banks, The Company has not taken any loan from the Government and has not issued any debentures.

ix. The Company has not made any public offer (including debts instruments) during the year. According to the information and explanations given to us, the money raised by the Company by way of terms loans have been applied for the purpose for which they were obtained.

x. The Company has noticed a fraud of Rs.196.89 Lakh approximately at Surat Unit and lodged FIR on 27.04.2018. This matter is under Investigation. In view of the management, there will not be any material financial impact on the financial results of the company. Refer Note 57 of Stanalone Ind AS financial statement.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided for managerial remuneration within the limit specified in section 197 of the Companies Act 2013.

xii. The Company is not a Nidhi Company as specified in the Nidhi Rules, 2014. Thus, the requirements under para 3(xii) of the Companies (Auditor''s Report) Order 2016 are not applicable to the Company.

xiii. According to the information and explanations given to us, all transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanations given to us, the Company has not entered into non-cash transactions with the directors or persons connected with him covered under the provisions of section 192 of the Companies Act, 2013.

xvi. According to the information and explanations given to us, the Company is not a Non-banking finance company, hence registration under section 45-IA of the Reserve Bank of India Act, 1934 does not arise. Accordingly, provision of clause 3(xvi) of the order is not applicable to the company.

Annexure B" to the Independent Auditors'' Report of even date on the Standalone Ind AS Financial Statements of Banswara Syntex Limited for the year ended 31st March, 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Banswara Syntex Limited ("the Company") as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on, "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)" These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, "based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India"

However, internal control needs further strengthening in respect of implementation of risk management and systems to ensure continued implementation of Company''s risk management policy and strategy and documentation thereof, critical review and refresh process on an ongoing basis.

Emphasis of Matters

(a) Attention is invited to Note 56 of Standalone Ind AS Financial Statement. During the year, the company has implemented SAP for certain business processes. Inventory valuations and raw material consumption have been worked out manually based on the other records available/physical Inventories taken by the management. Necessary up-dation in SAP modules shall be done in subsequent period.

(b) Attention is invited to Note 57 of Standalone Ind AS Financial Statement .The Company has noticed a fraud of Rs.196.89 Lakh approximately at Surat Unit and lodged FIR on 27.04.2018. This matter is under Investigation. In view of the management, there will not be any material financial impact on the financial results of the company.

(c) The Company is processing data related to wages manually which needs to be improved since it increases the chances of error. More controls are needed i.e. surprise physical verification of workers on duties, cross checking of wages sheet by finance team before disbursement of wages by HR department

(d) Inventory management needs to be strengthen since there is manual intervention in respect of certain areas and these can be monitored in a better way with the help of ERP system.

Our report is not qualified in respect of the above matters.

For K.G SOMANI & CO.

Chartered Accountants

FRN 006591N

(K.G.Somani)

Partner

Membership No.006238

Place of Signature: New Delhi

Dated: 30th May, 2018


Mar 31, 2016

To

The Members of BANSWARA SYNTEX LIMITED

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of BANSWARA SYNTEX LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, 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 standalone 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 standalone 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 of 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 standalone 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 there under.

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. 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 accounting principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;

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

(c) In the case of Cash Flow Statement, of the cash flows For the year ended on that date.

Emphasis of Matters

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

1. Note No 6 regarding recognition of deferred tax liability amounting to Rs 775.00 lacs considering assets of Thermal Power Plant a timing difference while calculation of deferred tax liability.

2. Note No 16.2 about increase of Mat Credit Entitlement amounting to Rs 764.87 lacs on account of treating subsidy received from government as capital receipt.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,

2016 (“the Order”) issued by the Government of India in terms of sub-section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 1, a statement on the matters specified in the paragraphs 3 and 4 of the said 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 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) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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

2.

(g) 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:

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 22 on contingent liability to the financial statements;

b. The Company has made provision where ever required, as under the applicable law or accounting standards, for material foreseeable losses, on long-term contracts including derivative.

c. There are no amounts, which are required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE 1 TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in our report of even date to the members of BANSWARA SYNTEX LIMITED on the accounts For the year ended 31st March 2016

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. As informed to us no material discrepancies were noticed on such verification.

(c) Based on our verification and according to information and explanations given to us, the title deeds of immovable properties are held in the name of the company.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

(iii) The Company has not granted any loans, secured or unsecured to any companies, firms, limited liability partnership or other parties covered in register maintained under Section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans or given any guarantee and security covered under Section 185 and 186 of the Companies Act, 2013. The company has however, given guarantee for Rs 1950 lacs (outstanding is Rs NIL as on 31-03-2016) for loan taken by Banswara Global Ltd. a wholly owned subsidiary of the company, for which necessary compliance has been made as applicable. In respect of investments made, the Company has complied with the provisions of Section 186 of the Companies Act, 2013.

(v) The company has accepted deposits and complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. No order has been passed with respect to Section 73 to 76, by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Rules, 2014 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, employees ‘state insurance, income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities and there are no undisputed dues outstanding as on 31st March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of Income Tax, Sales tax, Service Tax, duty of customs, duty of excise and Value added tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us,-

Nature of Statute

Nature of Dues

Amount

(in '')

Period to which the

amount

relates

Forum where dispute is pending

Custom Act, 1962

Custom

Duty

2,67,04,188/-

2012

CESTAT,

Ahmadabad

Custom Act, 1962

Custom

Penalty

20,000/-

2013

Rajasthan High Court, Jodhpur

Income tax Act, 1961

Income

Tax

3,16,588/-

2013-14

CIT (Appeals), Udaipur

Income tax Act, 1961

Income

Tax

1,79,846/-

2011-12

CIT (Appeals), Udaipur

(xiii) The Company has complied with the provisions of Section 177 and 188 of the Companies Act, 2013 with respect to all transactions with the related parties, wherever applicable. Details of the transactions with the related parties have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year to which Section 42 of the Companies Act 2013 applies. The Board of directors in its meeting held on 13th Nov. 2013, in accordance with SEBI (ICDR) Regulations, 2009, issued 16,00,000 warrants to promoters and promoters group on preferential basis convertible in equal number equity shares at agreed price. During the year 5,10,000 warrants have been converted to equal number of equity shares. The amount raised have been used for the purposes for which the funds were raised.

(xv) The Company has not entered into any non-cash transactions with the directors or persons connected with him as covered under Section 192 of the Companies Act, 2013.

(xvi) According to information and explanation given to us, the Company is not required to be registered u/s 45-IA of Reserve Bank of India Act, 1934. Accordingly, provision of clause 3(xvi) of the Order is not applicable to the Company.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to a financial institution or bank. There are no dues to Government or debenture holders.

(ix) The Company has not raised any money by way of initial public offer or further public offer. According to the information and explanations given to us, the money raised by the Company by way of term loans have been applied for the purpose for which they were obtained.

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, we have been informed that no case of fraud by the Company or any fraud on the company by its officers or employees has been noticed or reported during the year.

(xi) Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The provisions of clause 3 (xii) of the Order, for Nidhi Company, are not applicable to the Company.

Referred to in our report of even date to the members of BANSWARA SYNTEX LIMITED on the accounts For the year ended 31st March 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BANSWARA SYNTEX LIMITED (“the Company”) as on 31st March 2016 in conjunction with our audit of the standalone financial statements of the Company For the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining an understanding of internal financial control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal controls over financial reporting criteria established by the Company considering the components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.

For KALANI & COMPANY

Chartered Accountants

FRN-000722C

Place of Signature: Mumbai S.P. JHANWAR

Dated: 23-05-2016 Partner

M. No.074414


Mar 31, 2014

We have audited the accompanying financial statements of BANSWARA SYNTEX LIMITED, ("the Company") which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Row Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and Cash Flow of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

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

Audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depends upon auditor''s judgment, including the assessment of the risk of materia! misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances, but not for the purposed expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

(c) In case of the Cash Flow Statements, 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) 0rder,2003("the Order") issued by Central Government of India in terms of sub-section (4 A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all 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 examinations of those books;

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

d) In our opinion ,the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31,2014 and taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Statement referred to in our report of even date to the members of the BANSWARA SYNTEX LIMITED on the financial statement for the year ended 31st March 2014.

(i) (a) The Company has maintained records of fixed assets showing particulars of quantitative details, situation and year of addition, which needs improvement.

(b) Fixed assets of the Company have physically verified by the management during the year, no material discrepancies were noticed on such physical versification. Company should carry physical verification in planned and regular manner.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not effected the going concern status of the Company.

(ii) (a) The Inventory has been physically verified during the

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. Inventories with third parties are verified by respective party.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt in the financial statements.

(iii) (a) Company has not granted any loan to the companies, firm and other parties covered in the register maintained under section 301 of the Act.

(b) The rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) Principal and interest has been received during the year as per the loan agreement.

(d) There is no overdue of principal and interest.

(e) Unsecured loans taken from 11 (Eleven) persons covered In the register maintained under section 301 of the Act amounting to Rs. 398 lacs outstanding at the year end and the maximum amount involved is Rs. 771 lacs.

(f) Interest and other terms & conditions of loan taken are not prima facie prejudicial to the interest to the Company.

(g) Company is regular in payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanations given to us, no order on the Company under aforesaid section has been passed by the Company Law Board.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed under Section 209 (1) (d) of the Act, the maintenance of cost records in respect of its products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess, Excise Duty and other material statutory dues applicable to it.

According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, cess and other material statutory dues were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of dues of Sales Tax, Income Tax, Service Tax, Customs Duly, Wealth Tax, Excise Duty and Cess which have not been deposited on account of dispute are given below:

Nature of Statute Nature Amount of (Rs. ) Dues

Finance Act, 1994 Service 27,04,878 Tax

Finance Act, 1994 Service 14,97,928 Tax

Central Excise Central 2,09,74,515 Act, 1944 Excise Duty

Custom Act, 1962 Custom Duty 90.000

Custom Duty, 1962 Custom Duty 80,230

Finance Act, 1961 Income Tax 1,66,17,040

Finance Act, 1961 Income Tax 48,68,150

Nature of Statute Period to Forum where which the dispute is Amount relates pending

Finance Act, 1994 2006-07 to CESTAT, 2008-09 New Delhi

Finance Act, 1994 2010-2011 Comm-Appeal, Jaipur

Central Excise 2004-2009 CESTAT,New Delhi Act, 1944

Custom Act, 1962 2013 Comm-Appeal, Jamnagar (Gujrat)

Custom Duty, 1962 1995 High Court, Mumbai

Finance Act, 1961 2011-12 CIT (Appeals), Udaipur

Finance Act, 1961 2010-11 CIT (Appeals), Udaipur

(x) There are no accumulated losses at the end of financial year. The Company has also not incurred cash losses during the financial year covered by our audit and the preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has generally not defaulted in repayment of dues to a financial institution and bank.

(xii) According to information & explanations given to us. the Company has not given any loan and advances an the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund. Therefore, the provisions of clause 4 (xiii) of Companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

(xv) According to information & explanations given to us, the Company has given guarantee for Rs. 950 lacs (Outstanding is Rs. 449.88 lacs as on 31.03.2014) for loans taken by Banswara Global Limiled, a Subsidiary Company. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow statement of the Company, we report that the no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company had not issued unsecured debenture during the year.

(xx) The Company has not raised any money through public issue during the year.

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

For KALANI & COMPANY Chartered Accountants FRN - 000722C K.L. JHANWAR Place : Mumbai Partner Dated :24th May, 2014 M.No.014080


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BANSWARA SYNTEX LIMITED, ("the Company") 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 Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and Cash Flow of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, 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 misstatements.

Audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depends upon auditors'' judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

(c) In case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all 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 examinations of those books;

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

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

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 director 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 Act.

Statement referred to in our report of even date to the members of the BANSWARA SYNTEX LIMITED on the financial statement for the year ended 31sl March, 2013. (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets of the Company have been physically verified by the management during the year and there is also a regular programme of verification which, in our " opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not effected the going concern status of the Company. (ii)

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. Inventories with third parties are verified by respective party.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt properly in the books of accounts.

(iii) (a) Company has not granted any loan to the companies, firm and other parties covered in the register maintained under section 301 of the Act.

(b) The rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) Principal and interest has been received during the year as per the loan agreement.

(d) There is no overdue more than Rs. 1 Lac of principal and interest.

(e) Unsecured loans taken from 13 (Thirteen) persons covered in the register maintained under section 301 of the Act amounting to Rs. 771.00 lacs outstanding at the year end and the maximum amount involved is Rs.935.00 lacs.

(f) Interest and other terms & conditions of loan taken are not, prima facie, prejudicial to the interest of the Company.

(g) Company is regular in payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are, prima facie, reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanations given to us, no order on the Company under aforesaid section has been passed by the Company Law Board.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) According to the information and explanations given to us, the Central Government has prescribed under Section 209 (1) (d) of the Act, the maintenance of cost records in respect of its products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have, prima facie, been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess, Excise Duty and other material statutory dues applicable to it. According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, cess and other material statutory dues were in arrears, as at 31.03.2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, details of dues of Sales Tax, Income Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of dispute are given below:

Nature of Statute Nature Amount Period to Forum where of (Rs.) which the dispute is Dues Amount relates pending

Finance Act, 1994 Service 27,04,878 2006-07 to CESTAT, Tax 2008-09 New Delhi

(x) There are no accumulated losses at the end of financial year. The Company has also not incurred cash losses during the financial year covered by our audit and the preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has generally not defaulted in repayment of dues to a financial institution and bank.

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

(xiii) The Company is not a chit fund. Therefore, the provisions of clause 4 (xiii) of Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

(xv) According to information & explanations given to us, the Company has given guarantee for Rs.1,950.00 Lacs for loans taken by Carreman Fabrics India Limited, a Joint Venture. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow statement of the Company, we report that the no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained undersection301 of the Act.

(xix) According to the information and explanations given to us, the Company had not issued unsecured debenture during the year.

(xx) The Company has not raised any money through public issue during the year.

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

For KALANI & COMPANY

Chartered Accountants FRN - 000722C

K.L. JHANWAR

Place : Mumbai Partner

Dated: 24th May, 2013 M.No. 014080


Mar 31, 2012

1. We have audited the attached Balance Sheet of BANSWARA SYNTEX LIMITED, as at 31st March, 2012 and also the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1'956, 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 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit.

ii) In our opinion, the Company has kept proper books of accounts as required by the law, so far as appears from our examination of those books.

iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

v) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies, Notes on Account and other disclosures, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

5. On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31' March, 2012 from being appointed as a Director in terms of Clause (g)of sub section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

Statement referred to in paragraph (3) of our report of even date to the members of the BANSWARA SYNTEX LIMITED on the accounts for the year ended 31' March, 2012.

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

(b) Fixed assets of the company have been physically verified by the management during the year and there is also a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not effected the going concern status of the company.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. Inventories with third parties are verified by respective party.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt property in the books of accounts.

(iii) (a) The company has not granted any unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable.

(e) Unsecured loans taken from 12 (Twelve) persons covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 857.25 lacs outstanding at the year end and the maximum amount involved is Rs. 857.25 lacs.

(f) Interest and other terms & conditions of loan taken are not prima facie prejudicial to the interest to the company.

(g) Company is regular in payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanations given to us, no order on the company under aforesaid section has been passed by the Company Law Board.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed under Section 209(1 )(d) of the Companies Act, 1956, the maintenance of cost records in respect of its products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing with -appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, cess and other material statutory dues were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of dues of sales tax, income tax, service tax, customs duty, wealth tax and excise duty which have not been deposited on account of dispute are given below:

Nature of Statute Nature Amount Period to Forum where of (Rs.) which the dispute is Dues Amount relates pending

Central Excise Excise 18,44,966* 2005-06 Hon'ble High Act, 1944 Duty Court, Rajasthan

Central Excise Excise 1,96,422 2003-04 Joint Secretary, Act, 1944 Duty Government of India Finance Act,1994 Service 23,43,538 2006-07 to CESTAT, Tax 2007-06 New Delhi

Finance Act,1994 Service 3,61,340 2008-09 to Commissioner Tax 2009-10 (Appeals), Jaipur-II

Income Tax Act,1961 Income 26,35,450 2008-09 Commissioner of Tax lncome(Appeals) Udaipur

* Since Paid on 12.04.2012

(x) There are no accumulated losses at the end of financial year. The company has also not incurred cash losses during the financial year covered by our audit and the preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has generally not defaulted in repayment of dues to a financial institution and bank.

(xii) According to information & explanations given to us, the company has not given any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund. Therefore, the provisions of clause 4 (xiii) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(xv) According to information & explanations given to us, the company has given guarantee for Rs. 1,950.00 lacs for loans taken by Carreman Fabrics India Limited, a Joint Venture. The terms and conditions of such guarantee are not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that the no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanation given to us, the company had not issued unsecured debenture during the year.

(xx) The Company has not raised any money through public issue during the year.

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

For KALANI & COMPANY

Chartered Accountants

FRN - 000722C

K.L. JHANWAR

Place: Mumbai Partner

Date : 21st May, 2012 M.No. 014080


Mar 31, 2011

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

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

1) Further to our comments in the Annexure referred to above, we report that: i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit.

ii) In our opinion, the Company has kept proper books of accounts as required by the law, so far as appears from our examination of those books.

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

iv) In our opinion, Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report; comply with the Accounting Standards referred to in sub-section (3c) of section 211 ofthe Companies Act, 1956.

v) On the basis of written representations received from the Directors, as on 31 st March, 2011 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub section (1) of Section 274 ofthe Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the, information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of Affairs ofthe Company as at 31 st March, 2011;

b) In the case of Profit & Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

Statement referred to in paragraph (3) of our report of even date to the shareholders of the BANSWARA SYNTEX LIMITED on the accounts for the year ended 31" March, 2011.

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

(b) Fixed Assets of the company have been physically verified by the management during the year and there is also a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. Inventories with others are verified by respective party.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has not granted any unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable.

(e) Unsecured loans taken from 12 (Twelve) persons covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs.497.90 Lacs outstanding at the year end and the maximum amount involved is Rs.513.27 Lacs.

(f) Interest and other terms & conditions of loan taken are not prima facie prejudicial to the interest to the company.

(g) Company is regular in payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanations given to us, no order on the company under aforesaid section has been passed by the Company Law Board.

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

(viii)According to the information and explanations given to us, the Central Government has prescribed under Section 209 (1) (d) of the Companies Act, 1956, the maintenance of cost records in respect of its products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the company. We have not, however, made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, and cess were in arrears, as at 31.03.2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax, customs duty, wealth tax and excise duty which have not been deposited on account of any dispute except the following:

Nature of Nature Amount Period to Forum where Statute of (Rs.) which the dispute is Dues Amount pending relates Central Excise Excise 9,78,107 2005-06 Hon'bleHigh Act, 1944 Duty Court, Rajasthan

Central Excise Excise 1,96,422 2003-04 Joint Secretary Act, 1944 Duty Government of India

Finance Act, 1994 Service 23,43,538 2006-07 to CESTAT, Tax 2007-08 New Delhi

Finance Act, 1994 Service 2,75,829 2008-09 to Commissioner Tax 2009-10 (Appeals), Jaipur-ll

The Rajasthan Tax on Entry 6,31,55,618* 20O6-2007to Hon'bleHigh Entry of Tax 2009-2010 Court, Rajasthan Goods into Local Area Act, 1999

Rajasthan value Value 31,58,991 2007-08 to Assrt.Commissionei added AddedTax 2009-10 Commercial Taxes Tax Act 2003

Central Sales Tax Central 48,27,690 2007-08 to Asstt. Commissioner Act,1956 Sales Tax 2009-10 Commercial Taxes

*Since Paid Rs. 2,01,80,698/-

(x) There are no accumulated losses at the end of financial year. The company has also not incurred cash losses during the financial year covered by our audit and preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has generally not defaulted in repayment of dues to a financial institution and bank.

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

(xiii) The Company is not a chit fund. Therefore, the provisions of clause 4 (xiii) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(xv) According to information and explanations given to us, the company has given guarantee for Rs.1950 Lacs for loans taken by Carreman Fabrics India Limited, a Joint Venture. The terms and conditions of such guarantee are not prejudicial to the interest of the company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

(xx) The Company has not raised any money through public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For KALANI & COMPANY Chartered Accountants FRN - 000722C

K.L. JHANWAR Partner M.No.14080

Place : Mumbai Dated : 16th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of BANSWARA SYNTEX LIMITED, as at 31sl March, 2010 and also the Profit and Loss Account and Cash Flow Statement of 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of Sub-Section (4A) of section 227 of the Companies Act, 1956, we enclose in the Aiinexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit.

ii) In our opinion, the Company has kept proper books of accounts as required by the law, so far as appears from our examination of those books.

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

iv) In our opinion, Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report; comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the Directors, as on 31s1 March, 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31s1 March, 2010 from being appointed as a Director in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

b) In the case of Profit & Loss Account, of the profit for the year ended on that date; and

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

For KALANI& COMPANY

Chartered Accountants FRN - 00722C

Place : Mumbai K.L.JHANWAR

Dated : 26m May,2010 Partner

M.No.14080

Statement referred to in paragraph (3) of our report of even date to the shareholders of the BANSWARA SYNTEX LIMITED on the accounts for the year ended 31s1 March, 2010.

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

(b) Fixed assets of the company have been physically verified by the management during the year and there is also a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. Inventories with others are verified by respective party.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has not granted any unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable.

(b) Unsecured loans taken from 10 (Ten) persons covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs.462.08 lacs outstanding at the year end and the maximum amount involved is Rs.475.20 lacs.

(c) Interest and other terms & conditions of loan taken are not prima facie prejudicial to the interest to the Company.

(d) Company is regular in payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge and according to the information and explanations given to us, no order on the company under aforesaid section has been passed by the Company Law Board.

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

(viii)According to the information and explanations given to us the Central Government has prescribed under Section 209(1) (d) of the Companies Act, 1956, the maintenance of cost records in respect of its products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the company.

We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing with appropri -ate authorities undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, and cess were in arrears, as at 31s March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax, customs duty, wealth tax and excise duty which have not been deposited on account of any dispute except the following.

Nature of Statute Nature Amount Period to Forum where 0f (Rs.) which the dispute is Dues Pending

Central Excise Excise 2003-04 to Jmt Secretary Act, 1944 Duty 1174529 2005-06



The Rajasthan Tax Entry 4,03,61,395 2006-07 to Honourable

moiralAreGa ActS Tax 2009-10

1 ggg rajasthan

Finance Act, 1994 Service 1910010 2006-07 CESTAT, New

Tax Delhi

Sprvirp 9nnfi-ri7 Commissioner

Finance Act, 1994 4,33,528 for 20708 (Appeals), Jaipur-ll

(x) There are no accumulated losses at the end of financial year. The Company has also not incurred cash losses during the financial year covered by our audit and preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has generally not defaulted in repayment of dues to a financial institution and bank.

(xii) According to information & explanations given to us, the company has not given any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund. Therefore, the provisions of clause 4 (xiii) of Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to information & explanations given to us, the company has given guarantee for Rs. 1,950.00 lacs for loans taken by Carreman Fabrics India Limited, a Joint Venture. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that the no funds raised on short term basis have been used for long term investment.

(xviii)According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

(xx) The Company has not raised any money through public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For KALANI & COMPANY

Chartered Accountants FRN - 00722C

K.L. JHANWAR

Place : Mumbai Partner

Dated : 26th May, 2010 M.No.14080

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