Auditor Report of Capital India Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Bhilwara Tex-Fin Limited, which comprise the Balance Sheet as at March 31, 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 (the Order) issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act, 2013.

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

(i) There is no pending litigation which would have its impact on financial statement of the company.

(ii) The Company has made provision, where ever required as required under the applicable law or accounting standards, for material foreseeable losses, if any, on the long term contract and company has not entered in any derivative contracts under audit.

(iii) There are no amounts required to be transfer to the Investor Education and Protection Fund by the company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Bhilwara Tex-Fin Limited, for the year Ended 31st March, 2015. We report that:

S.No. Particulars Auditors Remark

(i) (a) whether the company is maintaining proper records showing full particulars, including NA quantitative details and situation of fixed assets;

(b) whether these fixed assets have been physically verified by the management at NA reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(ii) (a) whether physical verification of inventory has been conducted NA at reasonable intervals by the management;

(b) are the procedures of physical verification of inventory followed by NA the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper records of inventory and NA whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii Whether the company has granted any loans, secured or unsecured to companies, Yes firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) whether receipt of the principal amount and interest are also Yes regular; and

(b) if overdue amount is more than rupees one lakh, whether reasonable steps Yes have been taken by the company for recovery of the principal and interest;

(iv) is there an adequate internal control system commensurate with the Yes, There are no size of the company and the nature of its weaknesses in business. Whether there is internal a continuing failure to correct major control weaknesses in internal control. system.

(v) in case the company has accepted deposits, whether the directives issued by the NA Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

(vi) where maintenance of cost records has been specified by the Central Government under NA sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;

vii) (a) is the company regular in depositing undisputed statutory dues including Yes provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) in case dues of income tax or sales tax or wealth tax or service NA tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) whether the amount required to be No amount is transferred to investor required to education and protection fund in accordance be transfer. with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii whether in case of a company which has The accumulated been registered for a period not less than losses of the five years, its accumulated losses at the company are not end of the financial year are not less more than fifty than fifty per cent of its net worth percent of its and whether it has incurred cash losses net worth, in such financial year and in the further companies immediately preceding financial year; has not incurred cash loss in current financial year and immediately preceding financial year.



(ix) Whether the company has defaulted NA, as the company in repayment of dues to a does not have any financial institution or bank or loan from bank or debenture holders? If yes, the financial period and amount of default to institution or be reported; debenture holders.

(x) whether the company has given No, the Company has not any guarantee for loans taken by provided guarantee of others from bank or financial any type of loans taken institutions, the terms and by others. conditions whereof are prejudicial to the interest of the company;



(xi) whether term loans were applied The company has not for the purpose for which the obtained any term loan. loans were obtained;

(xii) whether any fraud on or by the No fraud has been noticed. company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

For Nagar Goel & Chawla Chartered Accountants Firm Regn No.:- 009933N

Sd/- Dharmender Singhal (Partner) Place: New Delhi M. No.: 515984 Date: May 23, 2015

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Mar 31, 2014

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

Management''s responsibility on Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of 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 the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on other legal and regulatory requirements:

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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 directors 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 Companies Act, 1956.

(Annexure) (Referred to in paragraph 1 of the Our Report on Other Legal and Regulatory Requirements) Re: Bhilwara Tex-Fin Limited

i. (a) The Company does not own any fixed assets. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

ii. (a) The Company does not own any inventory. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(e) During the year, the company has not taken loans from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (a) above.

(g) Not applicable in view of (a) above.

iv. In our opinion and according to the information and explanation given to us there is adequate internal control system commensurate with the size of the company and the nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

v. (a) Not applicable (b) Not applicable

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975. vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. viii. The company is not required to maintain the cost records under clause (d) of sub section (1) of section 209 of the Act.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax, wealth tax, service tax, custom duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, wealth tax, service tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institutions or bank.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and to the best of our information and according to the explanation provided to us by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply 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 (as amended) are not applicable to the Company. The shares, debenture and other securities have been held by the company in its own name except to the extent exemption under section 49 of the Act.

xv. According to the information and explanation provided to us, the Company has not provided guarantee of any type of loans taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made preferential allotments of shares to parties covered in the register maintained under section 301 of the Act.

xix. The company has not issued debenture of any type during the financial year.

xx. The Company has not raised any money through public issue during the period covered by our audit.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.

For Nagar Goel & Chawla Chartered Accountants Firm Regn No.:- 009933N

Sd/- Dharmender Singhal Partner M. No.: 515984

Place: New Delhi Date: May 30, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Bhilwara Tex-Fin Limited ("the company") which companies the Balance sheet as at March 31,2013, and the statement of Profit and Loss and Cash Flow for the Statement of year then ended and a summary of Significant accounting policies and other explanatory information.

Management''s responsibility on Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial performance in accordance with the Accordance with the standards referred to in section flows of the the Companies Act, 1956 ("the Act") of section 211 of and maintenance of internal control relevant to the design implementation financial statements that give a true and fair preparation and presentation of the weather due to fraud or free from material misstatement,

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 charred Accountants of India Those Standards require that we comply faith ethical requirements and plan and perform the audit to obtain the financial statements are free material misstatement.

statement whether due to fraud or error In statement of the financial considers internal conium relevant to the To assessments, the auditor financial statements Potion of the circumstances, An audit as fondue, Procedures. that are appropriate in the used and the reasonableness of the account estimate the auditor policies used and the evaluating the overall presentation made management, as well as evidence we opinion to provide basis for our audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2033;

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date, Report on other legal and regulatory requirements:

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

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

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

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

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

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

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

(Referred to in paragraph 1 of the our Report on other and Regulatory Requirements)

Bhilwara Tex-Fin Limited i. (a) The Company does not own any fixed assets. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

ii. (a) The Company does not own any inventory. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(c) During the year, the company has not taken loans from the parties covered in the :

register maintained under section 30] of the Companies Act, 1956.

(f) Not applicable in view of (a) above.

(g) Not applicable in view of (a) above. :

iv. In our opinion and according to the information and explanation given to us there is I adequate internal] control system commensurate with the size of the company and the ; nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

v. (a) Not applicable

(b) Not applicable

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 5KAA of The Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

viii, The company is not required to maintain the cost records under clause (d) of sub section (1) of section 209 of the Act,

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax, wealth tax, service tax, custom duly, cess : and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, wealth tax, service tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable, ;

(c) According to the records of the company, there are no dues of Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on I account of any dispute,

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth, The company has not incurred cash losses during the financial year : and in immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institutions or bank.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the ;

basis of security by way of pledge of shares, debentures and other securities,

xiii. In our opinion and to the best of our information and according to the explanation if provided to us by the management, we are of the opinion that the company is neither a of Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements top of Clause 4 (xiii) of the order do not apply to the company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, I debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the } Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company. The shares, debenture and other securities have been held he the. company in IP its own name except to the extent exemption under section 49 of the Act.

xv. According to the information and explanation provided to us, the Company has not in provided guarantee of any type of loans taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. I Hence, comments under the clause are not called for.

xvii, According to the information and explanations given to us and on an overall I examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

iii. The Company has not made preferential allotments of shares to parties covered in the register maintained under section 301 of the Act.

xix. The company has not issued debenture of any type during the financial year.

xx. The Company has not raised any money through public issue during the period covered by our audit.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company leas been I noticed.

For Nagar Goel & Chawla

Chartered Accounts

Firm Regn No.:009933N

Decpak Nagar

(Partner)

M. No.: 087456

Place: New Delhi

Date; May 30,2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Bhilwara Tex-Fin Limited as at 31st March 2012, the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

3. As required by the Companies (Auditor’s Report) Order 2003, as amended by the companies (Auditor’s Report) (Amendment) Order, 2004 (together the ‘Order’) issued by the Central Govt. of India in terms of the section (4A) of section 227 of the Companies Act, 1956, of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Subject to above and further to our comment 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, proper books of account as required by law have been kept by the company as 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, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting standard referred to in sub-section 3(C) of section 211 of Companies Act, 1956.

v. On the basis of the written representations received from the Directors, and taken on the records by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in the terms of Clause (g) of Sub-section (1) of Section274 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 2012;

b) in the case of the profit and loss account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITOR’S REPORT FOR THE YEAR ENDED 31ST MARCH 2012

Re: Bhilwara Tex-Fin Ltd.

1 (a) The Company does not own any fixed assets. Hence, this clause becomes in applicable.

(b)Not applicable in view of (a) above.

(c) Not applicable in view of (b) above.

2 (a) The Company does not own any inventory. Hence, this clause becomes in applicable.

(b) Not applicable in view of (a) above.

(a) Not applicable in view of (a) above.

3 (a) The company has not given loans to any parties covered in the register maintained under section 301 of the Companies' Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above

(d) Not applicable in view of (a) above

(e) During the year, company has not taken loans from party covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (e) above

(g) Not applicable in view of (e) above

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

5. (a) Not applicable.

(b) Not applicable.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

8. The Company is not required to maintain the cost records under clause (d) of sub section (1) of Section 209 of the Act.

9. (a) According to the records of the company, the company is 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, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, custom tax/wealth tax, excise duty/cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institution or banks.

12. The company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

14. The company is maintaining proper records for all transaction related to dealing or trading in shares, securities, debentures and other investments. Timely entries have also been made in the said record. The shares, debentures and other securities have been held by the company in its own name except to the extent exemption u/s 49 of the Act.

15. According to the information and explanation given to us, the Company has not provided guarantee of any type for loan taken by others.

16. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

17. According to the information and explanation given to us, the fund raised by the company on long term basis has not been applied for short term purpose.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

19. The Company has not issued debenture of any type during the financial year.

20. The company has not raised any money by public issue during the financial year.

21. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.



For Nagar Goel & Chawla Chartered Accountants Firm Regn.No: 009933N

Sd/- (Deepak Nagar) Partner M.No: 087456 Place: New Delhi Date : 27.08.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Bhilwara Tex-Fin Limited as at 31st March 2010, the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

3. As required by the Companies (Auditors Report) Order 2003, as amended by the companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Govt, of India in terms of the section (4A) of section 227 of the Companies Act, 1956, of India (the Act) and on the basis of such checks of the books and records of the company as we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Subject to above and further to our comment 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, proper books of account as required by law have been kept by the company as 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, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting standard referred to in sub-section 3(C) of section 211 of Companies Act, 1956.

v) On the basis of the written representations received from the Directors, and taken on the records by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in the terms of Clause (g) of Sub-section (1) of Section274 of the companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanation 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

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

b) In the case of Profit & Loss Account of the Loss for the year ended 31 st March 2010.

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

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED 31st MARCH 2010 Re: Bhilwara Tex-Fin Ltd.

i. (a) The Company does not own any fixed assets. Hence, this clause is not applicable. (b)Not applicable in view of (a) above. (c) Not applicable in view of (b) above. ii. (a) The Company does not own any fixed assets. Hence, this clause is not applicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loans to any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(e) During the year, company has not taken loans from party covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (e) above.

(g) Not applicable in view of (e) above.

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

v. (a) Based upon the audit procedures applied by us and according to the information and explanation given to us, we are of the opinion, that the company has not made any transaction that required to be entered into the register maintained under section 301 of the Act, 1956.

(b) Not applicable in view of (a) above.

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

viii. The Company is not required to maintain the cost records under clause (d) of sub section (1) of Section 209 of the Act.

ix. (a) According to the records of the company, the company is 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, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, custom tax / wealth tax, excise duty / cess which have not been deposited on account of any dispute.

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses of Rs. 86,980/-during the financial year covered by our audit and Rs 265,404/- in the immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institution or banks.

xii. The company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi / mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

xiv. The company is maintaining proper records for all transaction related to dealing or trading in shares, securities, debentures and other investments. Timely entries have also been made in the said record. The shares, debentures and other securities have been held by the company in its own name except to the extent exemption u/s 49 of the Act.

xv. According to the information and explanation given to us, the Company has not provided guarantee of any type for loan taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

xvii. According to the information and explanation given to us, the fund raised by the company on long term basis has not been applied for short term purpose.

xviii. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

xix. The Company has not issued debenture of any type during the financial year.

xx. The company has not raised any money by public issue during the financial year.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.

For Nagar Goel & Chawla

Chartered Accountants

Sd/-

Place : New Delhi (Deepak Nagar)

Dated : 4th September 2010 Partner

Membership No.:- 87456