Auditor Report of Loyal Textiles Mills Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of M/s. LOYAL TEXTILE MILLS LIMITED (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the statement of Profi t and Loss (including other comprehensive income), the statement of cash f ows and the statement of changes in equity for the year then ended and a summary of Signifi cant Accounting Policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation 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, the order and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence 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 state of affairs of the Company as at 31^stMarch 2018, and its financial performance including other 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 Section 143 (3) of the Act, we report that:

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

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

(c) the Balance Sheet, the Statement of Profi t and Loss, the Statement of Cash fl ows 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 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^stMarch 2018 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31^stMarch 2018 from being appointed as a Director in terms of Section 164(2) of the Act; and

(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 A”.

(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. 32 to the financial statements;

(ii) the Company did not have any 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.

2. 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 B, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

We have audited the internal financial controls over financial reporting of Loyal Textile Mills Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditor’s Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor’s judgement, including the assessment of the risks of material misstatement of the standalone Ind AS 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:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) 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 authorisations of management and Directors of the company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone Ind AS 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 March 31, 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.

The Annexure referred to in Paragraph 2under the heading“Report on Other Legal and Regulatory Requirements” of our Report on the standalone Ind AS financial statements of even date, we report that:

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

b) The Company has a programme of periodic physical verifi cation of fixed assets at all locations by which during the year, the Company has verified fixed assets at selected locations in a phased manner and we were informed that no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and based on the, the title deeds of immovable properties, as disclosed in Note No. 6.2 to the Standalone Ind AS Financial Statements, are held in the name of the Company, except for the following:

Particulars	Free hold (Rs. in Lakhs)	Lease hold (Rs. in Lakhs)	Remarks
Gross Block as	Nil	161.90	SIPCOT
at 31st March			Lease
2018			hold Land

(ii) As explained to us, the inventories at all locations have been physically verified by the Management at regular intervals during the year.The discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the companies, fi rms, limited liability partnership or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loan or provided any guarantee or security to the parties covered under Sections 185 and 186 of the Act. In respect of investment in securities, the company has complied with the provisions of section 186 of the Act.

(v) The Company has not accepted any deposits from the public during the year as per the provisions of section 73 and 76 of the Companies Act 2013. The company has accepted/taken interest free inter corporate deposit from a company.

(vi) We have broadly reviewed the cost records maintained by the company, as prescribed by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us,the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other Statutory Dues to the appropriate authorities. In respect of undisputed Statutory dues payable in respect of above which are outstanding as at 31^st March 2018 for a period of more than six months from the date they became payable is given below:

Nature of dues	Amount (Rs. In Lakhs)
Advance Licensing	175.90

(b) According to the information and explanations given to us, there are no dues of income tax, service tax, duty of customs, duty of excise, value added tax which have not been deposited on account of any dispute. In respect of sales tax which are pending payment on account of dispute, the information of which is given below :

Name of the Statute	Amount (Rs. in lakhs)	Period to which the dues belong	Forum where the dispute is pending
Sales Tax	243.54	Asst Year 2002-03, 2003-04, 2005-06, 2007-08, 2008-09, 2009-10	Addl. Dy. Commissioner/ Sales Tax Appellate Tribunal
VAT	770.10	Asst year 200708, 2008-09, 2009-10, 2010-11, 2011-12, 2012-13	Addl. Dy Commissioner / Joint Commissioner, Madurai Bench of Madras High Court
Central Excise	96.75	2008-09	Madurai Bench of Madras High Court
Service Tax	112.90	2008-09, 2010-11, 2011-12	Service Tax Appellate Tribunal

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or Government. The company has not issued any debenture.

(ix) The Company did not raise any moneys by way of initial public offer or further public offer (including debt instruments) during the year. The term loans taken during the year are applied for the purposes for which the term loans were obtained.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its Officers or employees 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 or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197, read with Schedule V to the Companies Act.

(xii) The Company not being a Nidhi Company the requirements of 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, the transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013, where applicable and the 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, 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 noncash transactions with Directors or persons connected with him.

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

For Ganesh Prasad,

Chartered Accountants

Firm Registration No. 000872S

S. Natanagopal

Place: Chennai Partner

Date: 25.05.2018 Membership No. 022841

---

Mar 31, 2015

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of LOYAL TEXTILE MILLS LIMITED, KOVILPATTI, which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Statement and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information’s.

Management's Responsibility for the Standalone Financial Statements

2. 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.

3. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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

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

5. 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 judgement, 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.

6. 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

7. 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 Matter

We draw attention to following matters in the Notes Accompanying Financial Statements:

a) Note No. 9 to the Financial Statements regarding the carrying amount of the assets whose useful life is lapsed is adjusted in the opening balance of retained earnings.

b) Note No.39 to the Financial Statements regarding the letter received from BSE requiring the company to restate the financial statements of year ended 31-3-2013 giving effect to the qualification in our Audit Report for the year then ended.

c) Note No. 23 to the Financial Statements regarding the payment of remuneration to the Whole Time Director from 11th February 2015 of a sum of Rs. 1.84 Lakhs is subject to approval of the Members at the Annual General Meeting.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

9. 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 appears from our examination of those books;

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

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representation 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; and

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

i. The company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses OR the company in its Financial Statements,

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

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

b) According to the information and explanations given to us, the fixed assets at all locations have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification.

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

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, the discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the company has not granted any loan, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

(iv) According to the information and explanations given to us, there are 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. According to the information and explanations given to us, there is no major weakness in internal control system which requires correction.

(v) The company has not accepted any deposit from public during the year. The company has repaid all the outstanding deposits before the year end. As per information furnished, the company has not received any order from Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vi) We have broadly reviewed the cost records maintained by the company, as prescribed by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 and are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) a) According to the information and explanations given to us, the company has been regular in depositing, 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 any other statutory dues with the appropriate authorities. In respect of undisputed statutory dues payable in respect of above which are outstanding as at 31st March 2015 for a period of more than six months from the dates they became payable is given below:

Nature of Dues Amount (Rs. in lakhs)

Advance Licensing 165

b) According to the information and explanations furnished to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or Cess which have not been deposited on account of any dispute. In respect of income tax and sales tax which are pending payment on account of dispute, the information of which is given below :

Name Unpaid Period to Forum where of the Disputed which the dispute is pending Statute/ Liability amount Dues (Rs.) relates

Income 10,88,64,000 A.Y 2010-11 Commissioner Tax 34,12,600 A.Y 2011-12 of Income Tax (Appeals)

83,74,000 A.Y 2012-13 Assessing Officer

9,50,000 A.Y 2013-14 Assessing Officer

Sales Tax A.Y 2002-03, 2003-04, 2005-06, Additional Deputy 46,66,083 2007-08, Commissioner of 2010-11, Sales Tax 2013-14, 2014-15

c) According to the information and explanations furnished to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The company has neither any accumulated losses nor has incurred any cash losses in the financial year or in the immediately preceding financial year.

(ix) According to the information and explanations given to us the company has not defaulted in repayment of dues to financial institutions or banks. The company has not issued any debenture.

(x) As per the information and explanations given to us, the company has not given any guarantee for loans taken by others from any bank or financial institutions. Hence, reporting on terms and conditions of any such guarantee does not arise.

(xi) As per information and explanations given to us, term loans were applied for the purpose for which loans were obtained.

(xii) According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For Suri & Co.

Chartered Accountants

Firm Regn. No. 004283S

R.Krishnamoorthy

Place: Chennai Partner

Date : 28th May 2015 M.No.20695

---

Mar 31, 2014

We have audited the accompanying financial statements of LOYAL TEXTILE MILLS LIMITED, KOVILPATTI which comprise the Balance Sheet as at 31st March, 2014, and the Profit and Loss Statement and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management,s Resposibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the Companies Act, 1956 (,,the Act") read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This Responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor,s Responsibility

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

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor,s judgement, 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 purposes of expressing an opinion on the effectiveness of the entity,s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the resonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

ii) In the case of the profit and Loss Account, of the PROFIT for the year ended on that date, and

iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement comply with the Accounting Standards notified under Companies Act, 1956 read with the general circular 15/2013 dated 13th September,2013 of the Ministry of Company Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the DIRECTORS'' as on 31st March, 2014, and taken on record by the Board of DIRECTORS'' we report that 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;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR,S REPORT

The Annexure referred to in our report to the members of Loyal Textile

Mills Limited ("the Company") for the year ended 31st March, 2014 we

further report that:

1. a. The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b. According to the information and explanations given to us, the fixed assets of all locations have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification.

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

2. a. As explained to us, the inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The company has maintained proper records of inventory. As explained to us, the discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of accounts.

3. a. In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the Company has not taken loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. Accounting 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 for the purchase of inventory, fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weakness in internal control which requires correction.

5. a. The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained in pursuance of section 301 of the Act.

b. As explained to us there have been transactions made in pursuance of such contracts or arrangements in respect of each such party entered in the register maintained under Section 301 of the Companies Act, 1956 during the year and the same have been made at prices which are reasonable having regard to the prevailing market prices.

6. In our opinion, and according to the information and explanations given to us, the Company has complied with directives of Reserve Bank of India and the provisions of Sections 58A and 58 AA of the Companies Act, 1956 and the rules framed there under or any other relevant provisions of the Act with regard to the deposits accepted from the public. As per information furnished, the company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

8. We have broadly reviewed the cost records maintained by the company in respect of products where pursuant to the Rules made by the Central Government, the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of above which are outstanding as at 31st March 2014 for a period of more than six months from the dates they became payable.

c) According to the information and explanations furnished to us there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited with appropriate authorities on account of any dispute. In respect of income tax and sales tax which are pending payment on account of dispute, the information of which is given below :

10. The company has neither any accumulated losses nor has incurred any cash losses in the financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to financial institutions or banks. The Company has no outstanding debentures.

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

13. The company not being a Chit fund, Nidhi or Mutual Benefit Society, the requirements of item (xiii) of paragraph 4 of the Order is not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. In respect of shares held as investments, the same are held in the name of the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from a bank or financial institution.

16. As per information and explanations given to us, term loans were applied for the purpose of which loans were obtained.

17. According to the information and explanations given to us, no fund raised on short-term basis has been used for long-term investment.

18. The company has not made any allotment of shares during the year.

19. The company has not issued debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order regarding creation of securities for debentures issued are not applicable to the company.

20. The Company has not raised any amount by public issues.

21. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

ANNEXURE TO REPORT OF THE AUDITORS FOR THE YEAR ENDED 31st MARCH 2014 STATEMENT OF UNPAID DISPUTED DUES

Unpaid Disputed Name of Liabiility Period to which the Statue / Dues (Rs.) amount relates

37,45,000 2004 - 05

Income Tax 10,86,00,000 2010 - 11

34,12,600 2011 - 12

Sales Tax - CST 2,02,04,493 2002 - 03, 2003 - 04 2005 - 06, 2007 - 08, 2010 - 11, 2013 - 14

Name of Forum where dispute Statue / Dues is pending

Commissioner of Income Tax (Appeals)

Income Tax Commissioner of Income Tax (Appeals)

Before Assistant Commissioner Tuticorin.

Sales Tax - CST Additional Deputy Commissioner of Sales Tax

FOR SURI & CO. CHARTERED ACCOUNTANTS Firm Regn No:. 004283S

(R.KRISHNAMOORTHY) PARTNER M. No: 20695

Place : Chennai Date :23rd May, 2014.

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of LOYAL TEXTILE MILLS LIMITED, KOVILPATTI which comprise the Balance Sheet as at 31st March, 2013, and the Profit and Loss Statement and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Resposibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 (" the Act,"). This resposibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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. An audit also includes evaluating the appropriateness of accounting pollicies used and the resonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act, in the manner so required and subject to the revision in the rate of charging depreciation on the windmills, as referred to in Note no. 29 to this Financial Statements, the profit for the year/related assets/reserves of the Company stand increased by Rs. 8.65 Crores 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, 2013.

ii) In the case of the profit and Loss Account, of the PROFIT for the year ended on that date, and

iii) In the case of cash flow statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements

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

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

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

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

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

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

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in our report to the members of Loyal Textile Mills Limited ("the Company") for the year ended 31st March, 2013 we further report that:

1. a. The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification.

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

2. a. As explained to us, the inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The company has maintained proper records of inventory. As explained to us, the discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of accounts.

3. a. In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the Company has not taken loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. 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 for the purchase of inventory, fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weakness in internal control which requires correction.

5. a. The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained in pursuance of section 301 of the Act.

b. As explained to us there have been transactions made in pursuance of such contracts or arrangements in respect of each such party entered in the register maintained under Section 301 of the Companies Act, 1956 during the year and the same have been made at prices which are reasonable having regard to the prevailing market prices.

6. In our opinion, and according to the information and explanations given to us, the Company has complied with directives of Reserve Bank of India and the provisions of Sections 58A and 58 AA of the Companies Act, 1956 and the rules framed there under or any other relevant provisions of the Act with regard to the deposits accepted from the public. As per information furnished, the company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

8. We have broadly reviewed the cost records maintained by the company in respect of products where pursuant to the Rules made by the Central Government, the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of above which are outstanding as at 31-3-2013 for a period of more than six months from the dates they became payable.

c) According to the information and explanations furnished to us there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited with appropriate authorities on account of any dispute. In respect of income tax and sales tax which are pending payment on account of dispute, the information of which is given below :

10. The company has neither any accumulated losses nor has incurred any cash losses in the financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to financial institutions or banks. The Company has no outstanding debentures.

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

13. The company not being a Chit fund, Nidhi or Mutual Benefit Society, the requirements of item (xiii) of paragraph 4 of the Order is not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. In respect of shares held as investments, the same are held in the name of the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from a bank or financial institution.

16. As per information and explanations given to us, term loans were applied for the purpose of which loans were obtained.

17. According to the information and explanations given to us, no fund raised on short-term basis has been used for long-term investment.

18. The company has not made any allotment of shares during the year.

19. The company has not issued debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order regarding creation of securities for debentures issued are not applicable to the company.

20. The Company has not raised any amount by public issues.

21. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

ANNEXURE TO REPORT OF THE AUDITORS FOR THE YEAR ENDED 31st MARCH 2013 STATEMENT OF UNPAID DISPUTED DUES

Unpaid Disputed Name of Period to which the Forum where dispute Liabiility Statute/Dues amount relates is pending (Rs. in ''000s)

Income Tax 1124 2004 - 05 Commissioner of Income Tax (Appeals)

Sales Tax - CST 6,06 2002 - 03 Appellate Assistant Commissioner of Sales Tax

Service Tax - 8,30 2009 - 10 High Court - Madurai Bench

FOR SURI & CO.

CHARTERED ACCOUNTANTS

Firm Regn No:. 004283S

(R.KRISHNAMOORTHY)

PARTNER

M. No: 20695

Place : Chennai

Date : 24th May, 2013.

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Loyal Textile Mills Limited, Kovilpatti as at 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date.

2. 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.

3. 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.

4. 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.

5. 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.

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

7. In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

8. On the basis of written representations received from the Directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the 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.

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

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 profit and Loss Account, of the LOSS for the year ended on that date, and

iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we further state that:

10.a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification.

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

11.a) As explained to us, the inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, the discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of accounts.

12.a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the Company has not taken loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956

13. 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 for the purchase of inventory, fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weakness in internal control which requires correction.

14.a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained in pursuance of section 301 of the Act.

b) As explained to us there have been transactions made in pursuance of such contracts or arrangements in respect of each such party entered in the register maintained under Section 301 of the Companies Act, 1956 during the year and the same have been made at prices which are reasonable having regard to the prevailing market prices.

15. In our opinion and according to the information and explanations given to us, the Company has complied with directives of Reserve Bank of India and the provisions of Sections 58A and 58 AA of the Companies Act, 1956 and the rules framed there under or any other relevant provisions of the Act with regard to the deposits accepted from the public. As per information furnished, the company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

16. In our opinion, the Company has an Internal Audit system which is commensurate with the size of the company and the nature of its business.

17. We have broadly reviewed the cost records maintained by the company in respect of products where pursuant to the Rules made by the Central Government, the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

18.a) According to the information and explanations given to us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess and any other material statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of above which are outstanding as at 31-3-2012 for a period of more than six months from the dates they became payable.

c) According to the information and explanations furnished to us there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited with appropriate authorities on account of any dispute. In respect of income tax and sales tax which are pending payment on account of dispute, the information of which is given below :

19. The company has neither any accumulated losses nor has incurred any cash losses in the financial year or in the immediately preceding financial year.

20. According to the information and explanations given to us the company has not defaulted in repayment of dues to financial institutions or banks. The Company has no outstanding debentures.

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

22. The company not being a Chit fund, Nidhi or mutual benefit Society, the requirements of item (xiii) of paragraph 4 of the Order is not applicable to the company.

23. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. In respect of shares held as investments, the same are held in the name of the Company.

24. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from a bank or financial institution.

25. As per information and explanations given to us, term loans were applied for the purpose of which loans were obtained.

26. According to the information and explanations given to us, no fund raised on short-term basis has been used for long- term investment,

27. The company has not made any allotment of shares during the year except for the shares allotted to the shareholders of amalgamated Company as per the order High Court of Madras.

28. The company has not issued debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order regarding creation of securities for debentures issued are not applicable to the company.

29. The Company has not raised any amount by public issues.

30. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

ANNEXURE TO REPORT OF THE AUDITORS FOR THE YEAR ENDED 31st MARCH 2012 STATEMENT OF UNPAID DISPUTED DUES

Unpaid Disputed Name Forum where dispute

Liability Period Statute / Dues (Rs. in '000s) is pending



Sales Tax - TNGST 8,09 2002 - 2003 Appellate Assistant Commissioner of Sales Tax

Sales Tax - 6,06 2002 - 2003 Appellate Assistant

CST 20,37 2003 - 2004 Commissioner of Sales Tax

Service Tax 8,54 2009 - 2010 High Court Madurai Bench

19,26 2009 - 2010

9,71 2010 - 2011

5,57 2011 - 2012 Tribunal

77 2010 - 2011

67,10 2011 - 2012 Commissioner Appeals

Total 145,47

FOR SURI & CO.,

CHARTERED ACCOUNTANTS

Firm Regn. No.: 004283S

(R.KRISHNAMOORTHY)

Place : CHENNAI PARTNER

Date : 11th May 2012 M.No. 20695

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Loyal Textile Mills Limited, Kovilpatti as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date.

2. 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.

3. 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.

4. 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.

5. 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.

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

7. In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

8. On the basis of written representations received from the Directors, as on 31st March, 2010, 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.

9. As per information furnished, pending notification from the Central Government, the company is not required to pay any cess under Section 441A of the Companies Act 1956, as on the date of Balance Sheet.

10. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. 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 for the year ended on that date, and iii) In the case of cash flow statement, of the cash flows for the year ended on that date. 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, and on the basis of such checks as we considered appropriate, we further state that:

11.a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification.

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

12.a) As explained to us, the inventories except for the inventory in transit, have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, the discrepancies noticed on physical verification of stocks, as compared to book records were not material and the same have been properly dealt with in the books of accounts.

13.a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the Company has not taken loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956

14. 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 for the purchase of inventory, fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weakness in internal control which requires correction.

15.a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained in pursuance of section 301 of the Act.

b) As explained to us there have been transactions made in pursuance of such contracts or arrangements in respect of each such party entered in the register maintained under Section 301 of the Companies Act, 1956 during the year and the same have been made at prices which are reasonable having regard to the prevailing market prices.

16. In our opinion and according to the information and explanations given to us, the Company has complied with directives of Reserve Bank of India and the provisions of Sections 58A and 58 AA of the Companies Act, 1956 and the rules framed thereunder or any other relevant provisions of the Act with regard to the deposits accepted from the public.

As per information furnished, the company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

17. In our opinion, the Company has an Internal Audit system which is commensurate with the size of the company and the nature of its business.

18. We have broadly reviewed the cost records maintained by the company in respect of products where pursuant to the Rules made by the Central Government, the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

19.a) According to the information and explanations given to us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess and any other material statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of above which are outstanding as at 31-3-2010 for a period of more than six months from the dates they became payable.

c) According to the information and explanations furnished to us there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited with appropriate authorities on account of any dispute. In respect of income tax and sales tax which are pending payment on account of dispute, the information of which is given below :

20. The company has neither any accumulated losses nor has incurred any cash losses in the financial year or in the immediately preceeding financial year.

21. According to the information and explanations given to us the company has not defaulted in repayment of dues to financial institutions or banks. The Company has no outstanding debentures.

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

23. The company not being a Chit fund, Nidhi or mutual benefit Society, the requirements of item (xiii) of paragraph 4 of the Order is not applicable to the company.

24. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. In respect of shares held as investments, the same are held in the name of the Company.

25. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from a bank or financial institution.

26. As per information and explanations given to us, term loans were applied for the purpose of which loans were obtained.

27. According to the information and explanations given to us, no fund raised on short-term basis has been used for long-term investment.

28. The company has not made any allotment of shares during the year.

29. The company has not issued debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order regarding creation of securities for debentures issued are not applicable to the company.

30. The Company has not raised any amount by public issues.

31. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

ANNEXURE TO REPORT OF THE AUDITORS FOR THE YEAR ENDED 31st MARCH 2010 STATEMENT OF UNPAID DISPUTED DUES

Unpaid Disputed Name Period to which Forum where dispute Liability Statute/ Dues the amount relates is pending (Rs. in ‘000s)

Income Tax 1,05,69 2002-03, 2003- 04 Commissioner of and 2004 -05 Income Tax (Appeals)

Sales Tax- TNGST 16,34 2002 -2003 Appellate Assistant Commissioner of Sales Tax

Sales Tax- CST 6,06 2002-2003 Appellate Assistant Commissioner of Sales Tax

Service Tax 65.59 01-07-2003 to High Court 30-11-06 Madurai Bench.

FOR SURI & CO., Total 1,93,68

(R.KRISHNAMOORTHY)

Place : CHENNAI

PARTNER

Date:24th May 2010 CHARTERED ACCOUNTANTS