Auditor Report of Garware Hi-Tech Films Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

To

The Members of

Garware Hi-Tech Films Limited

(formerly known as Garware Polyester Limited)

Report on the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements
of Garware Hi-Tech Films Limited (formerly known as Garware
Polyester Limited) (‘the Company’), which comprise the Standalone
Balance Sheet as at 31^st March 2023, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended and notes to the standalone financial
statements, including a summary of significant accounting policies and
other explanatory information (herein after referred to as ‘the standalone
financial statements’).

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31st March 2023, the
profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined that the matters described
below to be the Key Audit Matters to be communicated in the Report:

Information Other than the Standalone Financial Statements and
Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of
the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Corporate Governance,
Business Responsibility and Sustainability report and Shareholder’s
Information, but does not include the standalone financial statements
and our auditor’s report thereon. Our opinion on the standalone financial
statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the standalone financial statements, or our knowledge obtained during
the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

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 Act, with respect to the preparation of these
standalone financial statements that give a true and fair view of the
financial position, financial performance, changes in equity and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards
specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate implementation and maintenance of
accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial
Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2020 (“the

Order”) issued by the Central Government in terms of Section 143(11)

of the Act, we give in “Annexure A” a statement on matters specified

in paragraphs 3 and 4 of the order.

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

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

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

(c) The Standalone Balance Sheet, the Standalone Statement
of Profit and Loss including Other Comprehensive Income,
Standalone Statement of Changes in Equity and the
Standalone Statement of Cash Flow 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 Indian 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 31^st March, 2023 taken on record by the Board
of Directors, none of the director is disqualified as on 31st
March, 2023 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 B”; Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s
internal financial controls over financial reporting

(g) With respect to the other matters to be included in the Auditor’s
Report in accordance with the requirements of section 197(16)
of the Act, as amended, we report that in our opinion and to the
best of our information and according to the explanations given
to us, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of section
197 of the Act.

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

(i) The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 28(a) to the standalone
financial statements;

(ii) The Company has made provision, as required under
the applicable law or Indian accounting standard, for
material foreseeable losses, if any on long-term contracts
including derivative contracts

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

(iv) (a) The Management has represented that, to the

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

(b) The Management has represented, that, to the best
of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have
been received by the Company from any person or
entity, including foreign entity (“Funding Parties”),
with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether,

directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;

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

(v) The dividend declared or paid by the Company during
the year is in compliance with Section 123 of the Act, as
applicable.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit
log) facility is applicable to the Company with effect from
April 1,2023, and accordingly, reporting under Rule 11(g)
of Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended 31^st March 2023.

For Manubhai & Shah LLP For Kirtane & Pandit LLP
Chartered Accountants Chartered Accountants

FRN: 106041W / W100136 FRN: 105215W / W100057

Laxminarayan Yekkali Aditya A. KanetkarPartner Partner

Membership No: 114753 Membership No: 149037

Place: Mumbai Place: Mumbai

Date: 26^th May 2023 Date: 26^th May 2023

UDIN: 23114753BGWPLQ8379 UDIN: 23149037BGUGJF7949

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Garware Polyester Limited (‘the Company’), which comprise the balance sheet as at 31^st March, 2018 the statement of Profit and Loss (including other comprehensive income), the cash flow statement and the statement of changes in equity for the year then ended and a summary of significant accounting policies and other explanatory information (herein after referred to as ‘standalone Ind AS financial statements’).

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 and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, 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) specified 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. Auditor’s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 controls 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

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 Ind AS, of the financial position of the Company as at 31^st March, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

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 the paragraph 3 and 4 of the order.

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

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

(b) I n 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, the Cash Flow Statement and the 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 Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

(e) On the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the director is disqualified as on 31^st March, 2018 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 with respect to financial statements, refer to our separate report in “Annexure B”; and

(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:

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 28 to the standalone Ind AS financial statements;

(ii) The Company has made provision, as required under the applicable law or accounting standard, for material foreseeable losses, if any on long-term contracts including derivative contracts; and

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

Annexure - A to the Independent Auditor’s Report

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

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Management has conducted physical verification of the inventories at reasonable intervals. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

(iii) 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 Act.

(iv) I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the provisions of section 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there under to the extent notified.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India for the maintenance of cost records under section 148(1) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Goods and Service Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(a) According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Goods and Service Tax, Cess and other material statutory dues, as applicable were in arrears as at 31^st March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the Company examined by us, the particulars of dues of Income Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Value Added Tax, Goods and Service Tax, Cess as at 31^st March, 2018 which have not been deposited on accounts of any disputes are as follows:

Name of the Statue	Nature of Dues	Amount (Rs. In Lakhs)	Financial Year for which amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	3.57	2007-08	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	1628.43*	2011-12 to 2013-14	Assessing Officer
Central Excise Act, 1944	Excise Duty	31.40	2001-02	Central Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Excise Duty	4.92	2006-07	High Court
Central Excise Act, 1944	Service Tax	4.25	2015-16	Dy Commissioner (Audit), Central Excise, Customs & Service Tax

* Adjusted by assessing officer against MAT credit entitlement which is in dispute.

(viii) 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 loans or borrowings to any financial institution, bank or government as at the balance sheet date.

(ix) In our opinion, and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans have been applied for the purposes for which they were obtained.

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

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration during the year in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013. (Refer Note 23 of the financial statements).

(xii) I n our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Independent Auditor’s Report

Report on the Internal Financial Controls over Financial Reporting 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 Garware Polyester Limited (“the Company”) as of 31^st 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 issued by ICAI (the “Guidance Note”) and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with respect to financial statements . 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 with respect to financial statements 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, 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 31^st 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.

For Manubhai & Shah LLP For Kirtane & Pandit LLP

Chartered Accountants Chartered Accountants

FRN: 106041W/ W100136 FRN: 105215W/ W100057

P. N. Shah Sandeep D. Welling

Partner Partner

Membership No. 001738 Membership No. 044576

Place: Mumbai Place: Mumbai

Date: May 29, 2018 Date: May 29, 2018

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Mar 31, 2015

We have audited the accompanying standalone financial statements of GARWARE POLYESTER LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company's branch at London (United Kingdom).

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 safe guarding 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.

Auditor's 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 thereunder.

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to Note No. 30 relating to payment of remuneration to managerial personnel which is subject to sanction of the Central Government.

Our opinion is not modified in respect of this matter.

Other Matter

We did not audit the financial statements of one branch included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 32.58 Lakhs as at 31st March, 2015 and total revenues of Rs. 315.84 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements of this branch has been audited by the branch auditor whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.

(c) The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by branch auditor have been sent to us and have been properly dealt with by us in preparing this report.

(d) 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 and with the returns received from the branch not visited by us.

(e) 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.

(f) 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.

(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:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note No. 37).

(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 derivative contracts (Refer Note No. 39).

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

ANNEXURE TO THE AUDITORS' REPORT TO THE MEMBERS OF GARWARE POLYESTER LIMITED (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

2. (a) The inventory has been physically verified by the Management during the year. 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. The Company has not granted secured or unsecured loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the provisions of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed thereunder to the extent notified.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India for the maintenance of cost records under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and

the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, duty of customs duty of excise, value added tax or cess as at March 31, 2015 which have not been deposited on account of a dispute, are as follows:

Name of the Nature of Amount Financial Year to statute dues (Rs. in Lakhs) which the amount relates Income Tax Income Tax 31.52 2002-03 and 2005-06 Act, 1961

Income Tax Income Tax 3.70 2006-07 and 2007-08 Act, 1961

Income Tax Income Tax 1102.80 2009-10 Act, 1961

Income Tax Income Tax 14.57 2010-11 Act, 1961

Central Excise Excise Duty 5.33 1989-90 and 2006-07 Act, 1944

Central Excise Excise Duty 38.87 1994-95 and 2001-02 Act, 1944

Local Body Tax LBT 383.06 2012-13

Name of the Statute Forum where the dispute is pending

Income tax Act 1961 High Court

Income tax Act 1961 Income Tax Appellate Tribunal

Income tax Act 1961 Commissioner of Income Tax (A)

Income tax Act 1961 Assessing Officer

Income tax Act 1961 High Court

Central Excise Act Central Excise and Service Tax Appellate Tribunal 1944

Central Excise Act High Court 1944

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

8. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

12. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Manubhai & Shah

Chartered Accountants (Firm's Registration No.: 106041W)

P. N. Shah Partner (Membership No.: 001738)

Place: Mumbai Date: 29th May, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient 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 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:

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

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

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

Emphasis of Matter

We draw attention to Note No : 30 relating to payment of remuneration to managerial personnel which is subject to sanction of the Central Government.

Our opinion is not qualified in respect of this matter.

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 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 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 sub-section (3C) of section 211 of the Companies Act, 1956 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) the report on the accounts of the branch offices audited under section 228 of the Act by a person other than the Company''s auditor has been forwarded to us as required by clause (c) of sub-section (3) of section 228 of the Act and have been dealt with in preparing our report in the manner considered necessary by us.

(f) on the basis of the written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 AUDITORS'' REPORT TO THE MEMBERS OF GARWARE POLYESTER LIMITED (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

b) The Company has a regular programme of physical verifcation of its fixed assets by which all fixed assets are verifed in phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme certain fixed assets were physically verifed during the year and no material discrepancies were noted on such verifcation.

c) In our opinion, the Company has not disposed off a substantial part of the fixed assets during the year and the going concern status of the Company is not affected.

ii) a) The inventory has been physically verifed by the management during the year. In our opinion, the frequency of verifcation is reasonable.

b) The procedures of physical verifcation of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verifcation.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

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 nature of its business with regard to purchase of inventory, purchase of fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls in respect of these areas.

v) a) In our opinion and according to the information and explanations given to us, transactions that need to be entered in the register maintained under section 301 of the Act have been so entered.

b) 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 lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time in the opinion of management.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1) (d) of the Act, and are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records.

ix) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted in the books of account in respect of undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax/ VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As at 31st March 2014 there are no undisputed statutory dues which are outstanding for a period exceeding six months from the date they became payable.

b) According to the information and explanations given to us, the following statutory dues have not been deposited by the Company on account of disputes:

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

Income Tax 2003-04 and Income Tax Income Tax 50.92 Act, 1961 2007-08 Appellate Tribunal

Income Tax Income Tax 20.95 2005-06 High Court Act, 1961

Income Tax Commissioner of Income Tax 1292.80 2009-10 Act, 1961 Income Tax

Central Excise Central Excise 1994-95 and Excise Duty 38.87 and Service Tax Act, 1944 2001-02 Appellate Tribunal

Central Excise 1989-90 and Excise Duty 5.33 High Court Act, 1944 2006-07

Central Excise 2007-08 to Commissioner of Excise Duty 423.89 Act, 1944 2011-12 Excise

Central Excise 2011-12 to Asst. Commiss -ioner Excise Duty 6.46 Act, 1944 2012-13 of Excise

Central Excise Central Excise Service Tax 2.61 2012-13 and Service Tax Act, 1944 Appellate Tribunal

Local Body Tax LBT 308.06 2012-13 High Court

x) The company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institution or bank during the year.

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

xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures or other investments.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

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 are raised.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that the Company has not used funds raised on short term basis for long term investment during the year.

xviii) The Company has not made preferential allotment of shares during the year to companies/firms/parties covered in the register maintained under Section 301 of the Act.

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

xx) According to the information and explanations given to us, the Company has not raised any money by public issue during the year.

xxi) According to the information and explanations given to us and on the basis of the examination of the records, no fraud on or by the Company was noticed or reported during the course of our audit.

For Shah & Co.

Chartered Accountants

Firm Registration No: 109430W

P. N. Shah

Partner

Membership No.: 001738

Place : Mumbai Date : 29th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of GARWARE POLYESTER LIMITED ("the Company”)'' which comprise the Balance Sheet as at 31st March '' 2013'' the Statement of Proft and Loss and the Cash Flow Statement for the year then ended'' and a summary of the signifcant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position'' fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act'' 1956 ("the Act”). This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor’s judgment'' including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements 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 Management'' as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 aforesaid fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Proft and Loss'' of the Proft of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement'' of the cash fows of the Company for the year ended on that date.

Emphasis of Matter

We draw attention to (a) Note No: 28 relating to revaluation of assets and adjustment of impairment of assets against the revaluation reserve and (b) Note No: 29 relating to payment of remuneration to managerial personnel which is subject to sanction of the Central Government.

Our opinion is not qualifed in respect of these matters.

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 in terms of Section 227(4A) of the Act'' we give in the Annexure a statement on the matters specifed 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 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 Proft 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 Balance Sheet'' the Statement of Proft and Loss'' and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act 1956.

(e) On the basis of the written representations received from the directors as on 31st March'' 2013 taken on record by the Board of Directors'' none of the directors is disqualifed as on 31st March'' 2013 from being appointed as a director in terms of Section 274(1) (g) of the Act.

i) a) The Company has maintained proper records showing full particulars'' including quantitative details and situation of fxed assets;

b) The Company has a regular programme of physical verifcation of its fxed assets by which all fxed assets are verifed in phased manner over a period of three years'' which in our opinion'' is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme certain fxed assets were physically verifed during the year and no material discrepancies were noted on such verifcation;

c) In our opinion'' the Company has not disposed off a substantial part of the fxed assets during the year and the going concern status of the Company is not affected;

ii) a) The inventory has been physically verifed by the management during the year. In our opinion'' the frequency of verifcation is reasonable;

b) The procedures of physical verifcation of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business;

c) The Company is maintaining proper records of inventory; No material discrepancies were noticed on physical verifcation;

iii) The Company has neither granted nor taken any loans'' secured or unsecured'' to or from companies'' frms or other parties covered in the register maintained under Section 301 of the Act;

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 nature of its business with regard to purchase of inventory'' purchase of fxed assets and also for the sale of goods and services. During the course of our audit'' we have not observed any continuing failure to correct major weaknesses in internal controls in respect of these areas;

v) a) In our opinion and according to the information and explanations given to us'' transactions that need to be entered in the register maintained under section 301 of the Companies Act'' 1956 have been so entered.

b) According to the information and explanation 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 fve lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time in the opinion of management.

vi) The Company has not accepted any deposits from the public;

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rules'' 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act'' 1956'' and are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records.

ix) a) According to the information and explanation given to us and on the basis of our examination of the records of the Company'' amounts deducted in the books of account in respect of undisputed statutory dues'' including Provident Fund'' Employees’ State Insurance'' Income Tax'' Sales Tax/VAT'' Wealth Tax'' Service Tax'' Cess and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As at March 31'' 2013 there are no undisputed statutory dues which are outstanding for a period exceeding six months from the date they became payable;

b) According to the information and explanations given to us'' the following statutory dues have not been deposited by the Company on account of disputes:

Name of statute Nature of Amount Period to Forum where the Dues (Rs. in lakhs) which the dispute is amount pending relates

2003-04 and Assessment Income Tax Act'' 1961 Income Tax 68.30 2005-06 Offcer

Commissioner Income Tax Act'' 1961 Income Tax 3.57 2007-08 of Income Tax

Central Excise 1994-95 and and Service Central Excise Act'' 1944 Excise Duty 38.87 2001-02 Tax Appellate Tribunal

1989-90 and High Court Central Excise Act'' 1944 Excise Duty 5.33 2006-07

2007-08 to Commissioner Central Excise Act'' 1944 Excise Duty 161.67 2011-12 of Excise

Central Excise and Service Central Excise Act'' 1944 Service Tax 2.61 2012-13 Tax Appellate Tribunal

Central Sales Tax Act'' Deputy 1956 and Sales Tax Acts Sales Tax 4.88 1982-83 Commissioner of various states

Sales Tax Central Sales Tax Act'' 1984-85 & Assessing 1956 and Sales Tax Acts Sales Tax 12.25 1993-94 Offcer'' Delhi of various states and Noida

High Court of Judicature of Local Body Tax LBT 302.62 2012-13 Bombay'' Bench at Aurangabad

x) The company does not have accumulated losses at the end of the fnancial year and has not incurred cash losses during the fnancial year covered by our audit and in the immediately preceding fnancial year.

xi) In our opinion and according to the information and explanations given to us'' the Company has not defaulted in the repayment of dues to any fnancial institution or bank during the year;

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares'' debentures and other securities;

xiii) In our opinion and according to the information and explanation given to us'' the Company is not a chit fund or a nidhi/mutual beneft fund/society;

xiv) According to the information and explanation given to us'' the Company is not dealing or trading in shares'' securities'' debentures or other investments;

xv) In our opinion and according to the information and explanation given to us'' the company has not given any guarantee for loans taken by others from bank or fnancial institutions during the year;

xvi) In our opinion'' and according to the information and explanation given to us'' the term loans have been applied for the purpose for which they are raised.

xvii) According to the information and explanation given to us and on overall examination of the balance sheet of the Company'' we report that the Company has not used funds raised on short term basis for long term investment during the year.

xviii) The Company has not made preferential allotment of shares during the year to companies/frms/parties covered in the register maintained under Section 301 of the Act;

xix) The Company has not issued any debentures during the year;

xx) According to the information and explanations given to us'' the Company has not raised any money by public issue during the year;

xxi) According to the information and explanations given to us and on the basis of the examination of the records'' no fraud on or by the Company was noticed or reported during the course of our audit.

Shah & Co. Chaturvedi & Shah

Chartered Accountants Chartered Accountants

Firm Registration No: 109430W Firm Registration No: 101720W

P. N. Shah Parag D. Mehta

Partner Partner

Membership No.: 001738 Membership No.: 113904

Place : Mumbai Date : 29th May'' 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of GARWARE POLYESTER LIMITED as at 31st March, 2012 and also the Statement of profit and loss and the Cash Flow Statement of the Company 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 the 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 paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph (3) above, we state 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, the Statement of profit and loss and the Cash Flow Statement referred to in this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of profit and loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(e) On the basis of written representations 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 as on the said date.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the notes thereon 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.

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

(ii) In the case of the Statement of profit and loss, of the "Profit" of the Company for the year ended on that date.

AND

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our Report of even date)

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

(b) A major portion of the assets has been physically verified by the management during the year. We are informed that no material discrepancies have been noticed by the management on such verification.

(c) The company has not disposed off substantial part of its fixed assets during the year. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

(ii) (a) The inventories have 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.

(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 in relation to the operations of the company and have been properly dealt with in the books of account.

(iii) (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of Clause 4(iii) b, (c) and (d) of the order are not applicable for the year under report.

(b) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Hence the provisions of clauses 4 (iii) (f) and (g) of the order are not applicable for the year under report.

(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 audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) in our opinion and according to the information and explanations given to us the transactions that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered.

(b) 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 lakhs 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 in the opinion of the management.

(vi) According to the information and explanations given to us, the company has not accepted during the year any deposits from the public as per the provisions of Sections 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company law Board or National Company law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the companies Act, 1958, and are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records.

(ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and 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. As explained to us, no undisputed amounts payable in respect of above were in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) The following dues have not been deposited on account of dispute:

Nature of Dues Financial Year Amount Forum where dispute is

to which the (Rs.inlakhs) pending Dispute pertains

income Tax 2002 - 03 75.04 Commissioner of income Tax, Mumbai 2005 - 06 14.25 Commissioner of income Tax,

Mumbai

Excise Duty 1994 - 95 7.21 Customs, excise and Service

2001 - 02 31.40 Tax Appellate Tribunal, Mumbai

4.92 High Court, Aurangabad

Excise Duty 1989 - 90 0.41 High Court, Mumbai

Sales Tax 1982 - 83 4.88 Deputy Commissioner, Delhi

Sales Tax 1984 - 85 6.00 Sales Tax Assessing Officer,

1993 - 94 6.25 Delhi & Noida

(x) The company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) 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.

(xiii) As the company is not a chit fund or a nidhi, mutual benefit fund or society, the provisions of clause 4(xiii) of the Companies (Auditors' report) Order, 2003 are not applicable to the company.

(xiv) As the company is not dealing in or trading in shares, securities, debentures and other investments, the provisions of clause

(xiv) Of the Companies (Auditors' report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Bank or Financial institutions.

(xvi) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us, the company has not applied short term borrowings for long term use.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, except to the extent of shares allotted as per the Schemes of Amalgamation and

Arrangements of Great Design properties pvt. ltd. and Garware Chemicals ltd.

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

(xx) The company has not raised any money by way of public issue during the year.

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

For Shah & Co.

Chartered Accountants (Registration No.109430W)

(P.N.Shah) Mumbai Partner

29th June, 2012 Membership No. 001738

---

Mar 31, 2010

We have audited the attached Balance Sheet of GARWARE POLYESTER LIMITED as at 31st March 2010, and also the Profit and Loss Account and the Cash Flow Statement of the Company for the period 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 the 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 paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in Paragraph (3) above, we state 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, the Profit and Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of account.

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

e) On the basis of written representations 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 as on the said date.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with Note No. 14 regarding Deferred Tax liability and read together with the other notes in Schedule 12 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.

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

ii. In the case of the Profit and Loss Account, of the “PROFIT” of the Company for the period ended on that date.

AND

iii. In the case of the Cash Flow Statement of the Cash Flows for the period ended on that date. ANNEXURE TO THE AUDITORS REPORT (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) A major portion of the assets has been physically verified by the management during the period. We are informed that no material discrepancies have been noticed by the management on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the period. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the Company.

(ii) (a) The Inventories have been physically verified during the period 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.

(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 in relation to the operations of the Company and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of Clause 4(iii) b, (c) and (d) of the order are not applicable for the period under report.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Hence the provisions of clauses 4 (iii) (f) and (g) of the order are not applicable for the year under report.

(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 audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us the transactions that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered.

(b) 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 lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time in the opinion of the management.

(vi) According to the information and explanations given to us, the Company has not accepted during the period any deposits from the public as per the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) The Central Govt. has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in the period under review for any of the products of the Company.

(ix) (a) According to the information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and 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. As explained to us, no undisputed amounts payable in respect of above were in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) The following dues have not been deposited on account of dispute:

Nature of Dues Financial Amount Forum where dispute is

Year to (Rs. in Lakhs) pending

which the

Dispute

pertains

Income Tax 2003-04 18.30 Commissioner of Income Tax,

Income Tax 2005-06 02.28 Mumbai

Excise Duty 1994-95 07.21 Customs, excise and Service

2001-02 31.40 Tax Appellate Tribunal Mumbai

04.92 Hight Court, Aurangabad

Excise Duty 1989-90 0.41 High Court, Mumbai

Sales Tax 1982-83 4.88 Deputy Commissioner, Delhi Sales Tax 1984-85 6.00 Sales Tax Assessing Officer,

1993-94 6.25 Delhi & Noida

(x) The Company does not have accumulated losses at the end of the accounting year and has not incurred cash losses during the financial period covered by our audit and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) 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.

(xiii) As the Company is not a chit fund or a nidhi, mutual benefit fund or society, the provisions of clause 4(xiii) of the Companies (Auditors report) Order, 2003 are not applicable to the Company.

(xiv) As the Company is not dealing in or trading in shares, securities, debentures and other investments, the provisions of clause 4(xiv) of the Companies (Auditors report) Order, 2003 are not applicable to the Company.

(xv) The Company has given guarantees for loans taken by Associate Company. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which they were obtained.

(xvii)According to the information and explanations given to us, the Company has not applied short term borrowings for long term use.

(xviii) According to the information and explanations given to us, the Company has not made any 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 any debentures during the period.

(xx) The Company has not raised any money by way of public issue during the period.

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

For Bhandari Dastur Gupta & Associates Chartered Accountants (Registration No. 119739W)

(Sunil Bhandari)

Partner Membership No. : F-047981

For Shah & Co.

Chartered Accountants (Registration No. 109430W)

(Indulal H. Shah)

Partner

Membership No. : 798

Mumbai,

05th August, 2010