Auditor Report of Crew B.O.S Products Ltd.

Mar 31, 2012

We have audited the attached Balance Sheet of Crew B.O.S. Products Limited, as at 31st March, 2012 and Statement of Profit & Loss 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 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 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.

1. As required by the Companies (Auditors report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above :-

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

b) In our opinion, proper books of account, as required by Law, have been kept by the Company so far as appears from our examination of the books subject to note number 31 to notes on accounts.

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

d) In our opinion, subject to note number 6(a) regarding provision of gratuity on estimate basis without actuarial valuation, note number 9(a) regarding short provision for bonus, note number 18(a) and note number 33 regarding no provision for write-off of loans & investment made in

non functional subsidiaries / joint venture companies or overdue balances, note number 20(b) and note number 20(c) regarding trading of fabrics, note number 20(b) regarding previous year transactions for purchases & expenses amounting to Rs. 120.02 lacs,, note number 26(d) regarding accounting for professional charges of Rs 8.78 lacs for incorporation of a associate company as expense of the company resulting in overstatement of profit by this amount, note number 28 on parties account non-reconciliation/ pending balances confirmation and resultant effect on final accounts and note number 37 regarding excess remuneration a amounting to Rs. 59.45 has paid to managerial people subject to Central Govt. approval, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by the Report comply with the accounting standards referred to in Sub- Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors and taken on record 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 terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our knowledge and information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view :-

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2012.

(ii) In the case of the Statement of Profit & Loss of the profit for the year ended on that date.

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

annexures referred to in PARA 1 of the auditor's report to the members of crew b.o.s. products limited accounts for THE YEAR ENDED MARCH 31st, 2012

1) a) The Company has generally maintained proper records

showing full particulars including quantitative details and situation of Fixed Assets. As confirmed by the Management the records are being compiled for all assets owned by the Company.

b) The Management has occasionally physically verified the fixed assets and no materal discrepancies are reported to have been observed on such verification as compared to book records.

c) In our opinion, and according to the information and explanations given to us, the company has not disposed off a substantial part of fixed assets during the year and therefore paragraph 4(i) (c) of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

2) a) The Inventory has been occasionally physically verified

during the year by the Management and Auditors appointed by the bankers from whom the company is enjoying various credit facilities. In our opinion the frequency of verification needs to be increased in view of the size and nature of its business. The physical stock at the year end has been taken and valued as certified by Management.

b) In our opinion, the procedures of physical verification of inventory followed by the Management need better scientific method and more frequent in relation to the size of the company and the nature of its business besides also involving internal Auditors as part of their scope.

c) On the basis of our examination of the inventory records, in our opinion, the company needs to implement a proper ERP System for improvement of inventory records. As confirmed by the Management the discrepancies noticed on physical verification of inventory compared to book records / erstwhile ERP System used by the Company, have been dealt with.

3) The Company has granted interest free unsecured loans/ advances to nine parties covered in the register maintained under section 301 of the Act, aggregating to Rs 1799.82 Lakhs. The terms and conditions thereof are prejudicial to the interest of the company to the extent of interest paid by the company to its bankers for funds borrowed from them. The company has taken interest free unsecured, loans/advances from five parties covered in the register maintained under section 301 of the Act, aggregating to Rs. 1684.40 Lakhs. The terms and conditions thereof are generally not prima facie prejudicial to the interest of the company

4) In our opinion, and according to information and explanations given to us and as seen in Internal Audit Reports, there are scope for improvement in internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores & spare parts, fixed assets, and with regard to sale of products and maintaining records in accounts thereof.

5) The transactions that need to be entered into a register in pursuance of section 301 of the Companies Act have been entered. According to the information and explanations given

to us, purchase of goods and sale of services aggregating during the year to Rs. 5,00,000/- or more in respect of a party in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time for such goods.

6) In our opinion and according to information and explanations given to us the Company has not accepted any deposits from the public.

7) in our opinion the Company has an internal audit system that is commensurate with the size and nature of its business. The company needs to increase the scope of internal Auditors including physical stock verification, which will help enhance the control.

8) The company has not maintained the cost records as per the requirement of clause (d) of sub - section (1) of Section 209 of the Companies Act, 1956.

9) In our opinion and according to the information and explanations given to us, the company is not regular in depositing undisputed statutory dues including Provident Fund, employees' state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty ,cess, and other statutory dues, as applicable to its activities, with appropriate authorities. The arrears of outstanding statutory dues as at 31st March, 2012 for a period of more than six months from the date they became payable are as under:-

S. Particulars Amount No. (Rs. in Lacs)

1 ESi-FY 2011-12 53.46

2 Provident Fund-FY 2011-12 129.72

3 Self Assessment Tax-AY- 2011-12 1524.64

4 TDS other than Salary-FY 2011-12 77.40

5 TDS Salary-FY 2011-12 32.73

6 Excise Duty-FY 2011-12 10.53

TOTAL 1828.48

As explained to us, the Company did not have any dues on account of investor education and protection fund.

According to the records of the Company, following are the disputed liabilities of the Company. The Company has not made the provision for the same in its books of accounts and the amount paid has been shown under Loans & Advances.

Name of Nature Amount Period to Forum Amount Statute of Dues (Rs.in which the where paid against Lakhs) amount dispute is Demand relates pending (Rs. in Lakhs)

income Tax income 31.01 AY 2005-06 ITAT(New 31.01 Act, 1961 Tax Delhi)

income Tax income 50.14 AY 2006-07 ITAT (New 50.14 Act, 1961 Tax Delhi)



10) The company has neither accumulated losses as at the end of the financial year nor it incurred cash losses in the current financial year as well as in the immediately preceding financial year.

11) Based on our audit procedures and as per the information and explanations given by the management, the Company has defaulted in repayment of loans and interest to following banks and financial institutions as at 31st March, 2012.

Overdue Bank/Financial Institution Interest Principal Total Period of Overdue Working Capital

- IDBI Bank Ltd 17,837,117 17,837,117 From Oct, 2011

- Bank of Baroda 1,135,479 1,135,479 March, 2012

- State Bank of India 4,318,570 50,039,328 54,357,898 March, 2012 & Overdue in principal due to LC devolvement

- Allahabad Bank 5,579,680 5,579,680 March, 2012

- Bank of India 4,513,133 4,513,133 Feb & March, 2012

-SiDBi 11,270,629 For the year

- DBS 127,223,468 For the year

Term Loan

- HSiiDC Limited 4,178,503 4,178,503 For the quarter ended Jan, 2012

- Bank Of Baroda 2,291,218 2,291,218 March, 2012

- Citi Bank ECB Loan 1,763,611 32,389,274 34,152,885 For the quarter ended December, 2011 and March, 2012

-iFCi Factors Limited 4,163,737 4,163,737 March, 2012

-Karvy Financial Services Limited 228,887 228,887 March, 2012

TOTAL 41,846,198 225,086,436





Delays were noticed in payment of interest & principal on several occasions during the year. The company has not issued any debentures.

12) In our opinion and according to the information and explanations given to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore paragraph 4(xii)of the Order is not applicable.

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the company and therefore paragraph 4(xiii) of the Order is not applicable.

14) The company is not dealing or trading in shares, securities and debentures, therefore paragraph 4(xiv) of the Order is not applicable.

15) According to the records of the company and the information and explanations provided by the management, the company has given guarantees aggregating to USD 25 Million and INR 600.00 Lacs to the bankers of its overseas and Indian WOS respectively for loans taken by them from banks. The company's operations may substantially be affected in case of encashment of guarantee by their bankers due to default by these overseas subsidiaries.

16) The company has availed term loans from a bank/financial institutions. According to the information and explanation given and in our opinion these term loans were applied for the purpose for which the loans were obtained.

17) According to the information & explanations given to us and based on examination of documents & records made available, we are of the opinion that fund raised on short term basis have prima facie not beeing used: during the year for long term investment.

18) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 except conversion of share warrants when paid in same as per share warrant conditions within SEBI Guidelines, and therefore paragraph 4(xviii) of the Order is not applicable.

19) The company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20) During the year under review, no money was raised by public issue except receipt of money against share warrants as per their issue terms and as such disclosure of end use of money raised is not applicable.

21) During the course of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the company, noticed nor reported during year nor we have been informed of such case by the Management, however since some of the material transactions remain un- confirmed the probability thereof cannot be ruled out altogether.

For ANIL K. GOYAL & ASSOCIATES

Chartered Accountants

(Firm Reg. No. 04558N)

Sd/-

(V.P. Sony)

Place: New Delhi Partner

Date : 29th May, 2012 Membership No. 86718

---

Mar 31, 2011

We have audited the attached Balance Sheet of Crew B.O.S. Products Limited, as at 31st March, 2011 and 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 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 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.

1. As required by the Companies (Auditors report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the maters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above :- a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d) In our opinion, subject to note number 18 regarding short provision for bonus, note number 22 regarding no provision for write-of of loans & investment made in non functional joint venture company, note no. 17 regarding non provision for wealth tax liability the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the Report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

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

(f) In our opinion and to the best of our knowledge and information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view :- (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2011.

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

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

ANNEXURES REFERRED TO IN PARA 1 OF THE AUDITOR'S REPORT TO THE MEMBERS OF CREW B.O.S. PRODUCTS LIMITED ACCOUNTS FOR THE YEAR ENDED MARCH 31ST, 2011

1) a) the Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The records are being compiled for all assets owned by the Company.

b) The management has occasionally physically verified the Fixed Assets and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) In our opinion, and according to the information and explanations given to us, the company has not disposed of a substantial part of fixed assets during the year and therefore paragraph 4(i) (c) of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

2) a) The Inventory has been physically verified during the year by the management and auditors appointed by the bankers from whom the company is enjoying various credit facilities. We have relied on the stock audit report submitted by the management and auditors to the bankers certifying the stock value figure. In our opinion the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records have been dealt with.

3) The Company has granted interest free unsecured loans/ advances to seven parties covered in the register maintained under section 301 of the Act, aggregating to Rs 2097.86 Lakhs. The terms and conditions thereof are generally not prejudicial to the interest of the company. The company has taken interest free unsecured, loans/advances from eight parties covered in the register maintained under section 301 of the Act, aggregating to Rs. 933.42 Lakhs. The terms and conditions thereof are generally not prejudicial to the interest of the company

4) In our opinion, and according to information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores & spare parts, fixed assets , and with regard to sale of products and there are no major internal control weaknesses in regard thereto.

5) The transactions that need to be entered into a register in pursuance of section 301 of the Companies Act have been entered. According to the information and explanations given to us, purchase of goods and sale of services aggregating during the year to Rs. 5,00,000/- or more in respect of a party in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time for such goods.

6) During the year Company has taken unsecured interest free short-term loans of Rs. 149.50 lakhs from a Society. Necessary compliances for loans were not done since above loan was taken for the purpose of purchase of plant & machinery and for incurring expenses on behalf of the society.

7) in our opinion the Company has an internal audit system that is commensurate with the size and nature of its business.

8) The company is still in the process of compiling the cost records as per the requirement of clause (d) of sub – section (1) of Section 209 of the Companies Act, 1956.

9) In our opinion and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, employees' state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty ,cess, and other statutory dues, as applicable to its activities, with appropriate authorities. There are no arrears of outstanding statutory dues as at 31st March, 2011 for a period of more than six months from the date they became payable except undisputed Tax liability of Rs. 266.32 Lakhs towards Income Tax and Fringe Benefit Tax for FY 2008- 09 and Rs. 681.89 Lakhs towards Income Tax for FY 2009-10. As explained to us, the Company did not have any dues on account of investor education and protection fund.

According to the records of the Company, following are the disputed liabilities of the Company. The Company has not made the provision for the same in its books of accounts.

Name of Nature Amount Period Forum Amount

Statute of Dues (Rs.in to which where paid against Lakhs) the dispute is Demand amount pending (Rs. in relates Lakhs)

income income 16.64 AY 2003- itat 16.64 tax Act, tax 04 (new 1961 delhi)

income income 31.01 AY 2005- itat 31.01 tax Act, tax 06 (new 1961 delhi)

income income 50.14 AY 2006- itat (new 50.14 tax Act, tax 07 delhi) 1961

10) the company has neither accumulated losses as at the end of the financial year nor it incurred cash losses in the current financial year as well as in the immediately preceding financial year.

11) According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank.

12) In our opinion and according to the information and explanations given to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore paragraph 4(xii)of the Order is not applicable.

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the company and therefore paragraph 4(xiii) of the Order is not applicable.

14) The company is not dealing or trading in shares, securities and debentures, therefore paragraph 4(xiv) of the Order is not applicable.

15) According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16) The company has availed term loans from a bank/financial institutions. According to the information and explanation given and in our opinion these term loans were applied for the purpose for which the loans were obtained.

17) According to the information & explanations given to us and based on examination of documents & records made available, we are of the opinion that the company has not used funds raised on short term basis for long term investments and vice versa.

18) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies

Act, 1956 and therefore paragraph 4(xviii) of the Order is not applicable.

19) The company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20) During the year under review, no money was raised by public issue and as such disclosure of end use of money raised is not applicable.

21) During the course of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepted in india, we have neither come across any instance of fraud on or by the company, noticed nor reported during year nor we have been informed of such case by the Management.

For ANIL K. GOYAL & ASSOCIATES

Chartered Accountants

Sd/-

(ANIL K. GOYAL)

Partner

Membership No. 71221

Firm Reg. No. 004558N

Place : new Delhi

Date : 28th May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Crew B.O.S. Products Limited, as at 31st March, 2010 and 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 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 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.

1. As required by the Companies (Auditors report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the maters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above :-

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

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

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

d) In our opinion, subject to note number 17 regarding non provision of gratuity liability and note number 18 regarding short provision for bonus the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the Report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors and taken on record 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 terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our knowledge and information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view :-

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

(ii) In the case of the Profit & Loss Account of the profit for the year ended on that date.

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

Annexures Referred to in PARA 1 of THE AuDITORS REPORT To THE Members of CREW B.O.S. Products Limited Accounts for the Year Ended March 31st, 2010

1) a) the Company has generally maintained proper records showing full particulars including quanttative details and situation of Fixed Assets. The records are being compiled for all assets owned by the Company.

b) The management has occasionally physically verified the Fixed Assets and no material discrepancies are reported to have been observed on such verifcation as compared to book records.

c) In our opinion, and according to the information and explanations given to us, the company has not disposed of a substantial part of fixed assets during the year and therefore paragraph 4(i) (c) of the Companies (Auditor’s Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

2) a) The Inventory has been physically verified during the year by the management and auditors appointed by the bankers from whom the company is enjoying various credit facilities. we have relied on the stock audit report submitted by the management and auditors to the bankers certifying the stock value figure as on March 31st, 2010. In our opinion the frequency of verifcation is reasonable.

b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records

of inventory. The discrepancies noticed on physical verifcation of inventory as compared to book records have been dealt with.

3) The Company has granted interest free unsecured loans/ advances to ten parites covered in the register maintained under section 301 of the Act, aggregating to Rs 695.81 Lakhs. The terms and conditions thereof are generally not prejudicial to the interest of the company. the company has taken interest free unsecured, loans/advances from three partes covered in the register maintained under section 301 of the Act, aggregating to Rs. 65.14 Lakhs. The terms and conditions thereof are generally not prejudicial to the interest of the company

4) In our opinion, and according to information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores & spare parts, fixed assets , and with regard to sale of products and there are no major internal control weaknesses in regard thereto.

5) The transactions that need to be entered into a register in pursuance of section 301 of the Companies Act have been entered. According to the information and explanations given to us, purchase of goods and sale of services aggregating during the year to Rs. 5,00,000/- or more in respect of a party in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time for such goods.

6) During the year Company has taken unsecured interest free short-term loans of Rs. 2 lakhs from a Society. Necessary compliances for loans were not done since these stands squared-up during the same financial year

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

8) The company is still in the process of compiling the cost records as per the requirement of clause (d) of sub – section (1) of Section 209 of the Companies Act, 1956.

9) In our opinion and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, employees’ state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty,cess, and other statutory dues, as applicable to its activites, with appropriate authorities. There are no arrears of outstanding statutory dues as at 31st March, 2010 for a period of more than six months from the date they became payable except undisputed Tax liability of Rs266.32Lakhs (including Fringe Benefit Tax for the financial year 2008 -09 as per income tax return filed.. As explained to us, the Company did not have any dues on account of investor education and protection fund.

The Company has disputed Income Tax Liability of Rs. 18.95 Lakhs (Deposit Rs 18.95 Lakhs) for financial year 2002-03, Rs. 31.01 Lakhs (Deposit Rs 31.01 Lakhs) relating to financial year 2004-05 and Rs. 32.07 Lakhs (Deposit Rs 32.07 Lakhs) relating to financial year 2005-06 which have not been provided for being to be contested in appeal.

10) the company has neither accumulated losses as at the end of the financial year nor it incurred cash losses in the current financial year as well as in the immediately preceding financial year.

11) According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial insttutions or bank.

12) In our opinion and according to the information and explanations given to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore paragraph 4(xii)of the Order is not applicable.

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the company and therefore paragraph 4(xiii) of the Order is not applicable.

14) The company is not dealing or trading in shares, securities and debentures, therefore paragraph 4(xiv) of the Order is not applicable.

15) According to the information and explanations given to us, the company has given a guarantee on behalf of its JV Company- Centre of Excellence In Design Limited for loans amounting to Rs. 560 Lakhs sanctioned from a bank during the year. The company holds 50% shareholding in this JV Company.

16) The company has availed term loans from a bank/financial insttutions. According to the information and explanation given and in our opinion these term loans were applied for the purpose for which the loans were obtained.

17) According to the information & explanations given to us and based on examination of documents & records made available, we are of the opinion that the company has not used funds raised on short term basis for long term investments and vice versa.

18) During the year the company has made preferential allotment of warrants convertible into equity shares on private placement basis to partes and Companies covered in the register maintained u/s 301 of the Companies Act 1956 as per SEBI Guidelines.

19)The company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20) During the year under review, no money was raised by public issue and as such disclosure of end use of money raised is not applicable.

21) During the course of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the company, noticed nor reported during year nor we have been informed of such case by the management.



for ANIL K. GOYAL & ASSOCIATES

Chartered Accountants

Sd/-

(ANIL K. GOYAL)

proprietor



membership no. 71221 Firm Reg. No. 004558N

place : new Delhi Date : 25 May, 2010