Auditor Report of Meyer Apparel Ltd.

Mar 31, 2016

Report on the Audit of the Standalone Financial Statement

Opinion

We have audited the standaIone financiaI statements of MEYER APPAREL LIMITED (FORMERLY KNOWN AS GIVO LIMITED) (“the Company”), which comprises the BaIance Sheet as at March 31,2016, the Satement of Profit and Loss, the Cash FIow Statement for the year then ended and notes to the financiaI statement, incIuding a summary of significant accounting poIicies and other expIanatory information .

In our opinion and to the best of our information and according to the expIanations given to us, the financiaI 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 principIes generaIIy accepted in India:

(a) in the case of the BaIance Sheet, of the state of affairs of the Company as at March 31, 2016.

(b) in the case of the Profit & Loss Account, of the Ioss for the year ended on that d ate.

(c) In the case of the Cash FIow Statement, of the cash fIows 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 responsibiIities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the 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 ethicaI requirements that are reIevant to our audit of the financiaI statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We beIieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion .

Emphasis of Matter

1. We draw attention to Item No. 9 of Note 30 to the Financial Statements which describes that the company has been registered with the BIFR New Delhi as Case No.62/2016 pursuant to the Reference application filed on 15t h December, 2015 under the SICA, 1985 as the accumulated Iosses are more than its net worth. Our opinion is not quaIified in respect of this matter.

2. We draw attendtion to Item No.10(a) of Note 30 to the Financial Statements which describes the uncertainty related outcome of the interim stay order on payment of Bonus for financiaI year 2014-15. Our opinion is not quaIified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professionaI judgment, were of most significance in our audit of the financiaI statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Management’s Responsibility for the Standalone Financial Statement

The Company’s Board of Directors is responsibIe for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone that give a true and fair view of the financial position, financial performance, (changes in equity) 5 and cash flows of the company in accordance with 6 the accounting principles generally accepted in India, incIuding the accounting Standards specified under section 133 of the Act. This responsibiIity aIso incIudes 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 irreguIarities; seIection and appIication of appropriate impIementation and maintenance of accounting poIicies; making judgments and estimates that are reasonabIe and prudent; and design , impIementation and maintenance of adequate internaI financiaI controIs, that were operating effectiveIy for ensuring the accuracy and compIeteness of the accounting records, reIevant to the preparation and presentation of the financiaI statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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 Iiquidate the Company or to cease operations, or has no reaIistic aIternative but to do so.

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

Auditors’ Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financiaI statements as a whoIe are free from materiaI misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high IeveI of assurance, but is not a guarantee that an audit conducted in accordance with SAs wiII always detect a materiaI misstatement when it exists. Misstatements can arise from fraud or error and are considered materiaI if, individuaIIy or in the aggregate, they couId reasonabIy be expected to infIuence the economic decisions of users take non the basis of these financial statements.

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

- Identify and assess the risks of materiaI misstatement of the financiaI 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 resuIting from error, as fraud may invoIve coIIusion , forgery, intentionaI omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internaI controI reIevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143 (3) (i) of the Companies act, 2013, we are aIso responsibIe for expressing our opinion on whether the company has adequate internaI financiaI controIs system in pIace and the operating effectiveness of such controIs.

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

- ConcIude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a materiaI uncertainty exists reIated to events or conditions that m ay cast significant doubt on the Company’sabiIity to continue as a going concern . If we concIude that a materiaI uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the 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 .

- EvaIuate the overaII presentation, structure and content of the financiaI statements, incIuding the discIosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, incIuding any significant deficiencies in internaI controI 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 aII reIationships and other matters that may reasonabIy be thought to bear on our independence, and where applicable, 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unIess Iaw or reguIation precIudes pubIic discIosure about the matter or when , in extremeIy rare circumstances, we determine that a matter shouId 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, 2016 (“the Order”) issued by the CentraI 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 paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) we have 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 BaIance Sheet, Statement of Profit and Loss and Cash FIow statement deaIt with by this Report are in agreement with the books of account.

d) in our opinion , the aforesaid financiaI statements compIy with the Accounting Standards specified under Section 133 of the Act, read with RuIe 7 of the Companies (Accounts) RuIes, 2014;

e) on the basis of written representations received from the directors as on March 31, 2016, and take non record by the Board of Directors, none of the directors is disquaIified as on March 31, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internaI financiaI controIs over financiaI reporting of the Company and the operating effectiveness of such controIs, refer to our separate Report in “Annexure A”

g) With respect to the other matters to be incIuded in the Auditors ’ Report in accordance with RuIe 11 of the Companies (Audit and Auditors) RuIes, 2014 in our opinion and to the best of our information and according to expIanations given to us:

i. the company has disclosed the impact, if any, of pending litigations on its financial position in its financial statement. (Refer item nos. 1,2 and 3 of Note No. 30)

ii . the company do not have any Iong term contracts incIuding 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.

The Annexure referred to in paragraph 1 of Report on other Legal and Regulatory Requirements section of Our Report of even date to the members of MEYER APPAREL LIMITED (FORMERLY KNOWN AS GIVO LIMITED) on the accounts of the company for the Year ended March 31. 2016.

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

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

(c) The company do not have any immovable property.

(ii) (a) As expIained to us, inventories have been physicaIIy verified at the quarter-end by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory foIIowed by the management are reasonabIe and adequate in reIation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

(iii) The Company has not granted any Ioans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) The company has not granted any loan, in respect of loans, investments, guarantees, and security whether provisions of section 185 and 186 of the Companies Act, 2013.

(v) The company has not accepted any deposits from the pubIic.

(vi) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the CentraI Government under sub-section (1) of section 148 of the Act.

(vii) (a) According to the records of the company, 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us there were no outstanding statutory dues as on March 31, 2016 for a period of more than six months from the date they became payabIe.

(c) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes, except as given below.

	Name of Statute	Nature of Dues	Amount (Rs . in Lacs )	Period to which the amount relates	Forum where dispute is pending
	Customs Act, 1962	Custom Duty	1282 Lacs and interest thereon	1993-94	Hon’bIe Supreme Court
	Customs Act, 1962	Custom Duty	59.65 Lacs	2008-09	Commissioner of Customs (AppeaI) Delhi
	EmpIoyees Provident Fund and MisceIIaneous Act, 1952	Interest and damages	4.09 Lacs	2013-14	Hon’ble EPFAT Delhi

(viii) Based on our audit procedures and according to the information and explanation given to us, we are of opinion that the Company has not defaulted in repayment of dues to banks.

(ix) The company had not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

(x) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

(xi) Based on the audit procedures performed and the information and explanations given to us, we report that managerial remuneration has been paid in accordance with the requisite approvaIs mandated by the provisions section 197 read with Schedule VI of the Companies Act, 2013

(xii) The company is not a Nidhi company hence cIause (xii) of para 3 of CARO, 2016 is not appIicabIe.

(xiii) According to the information and explanations given to us, all the transaction with the related parties are in compliance with sections 177 and 178 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by applicable accounting standards.

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

(xv) According to the information and explanations given to us, the company has not entered into any non-cash 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 B.S . Sawhney & Associates

Chartered Accountants

Sd/-

BALJIT SINGH

Partner

Membership No.083207

FRN 008241N

Place: New Delhi

Date: 28-05-2016

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Mar 31, 2014

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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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"). 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.

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

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

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

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

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

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

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

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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 Companies Act, 1956 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of GIVO LIMITED on the accounts of the company for the year ended 31st March, 2014.

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

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

(c) In our opinion and according to information and explanations given to us no fixed assets has been disposed off during the year and therefore does not affect the going concern assumption.

(ii) (a) As explained to us, inventories have been physically verified at the quarter-end by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

(iii) a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from one party covered in the register maintained under section 301 of the Act.

b) According to the information and explanations given to us and on the basis of our examination of the books of account The Company has granted unsecured loan to party covered in the register maintained under section 301 of the Act. The maximum amount given was Rs. Nil and the year-end balance of loans to such parties was Rs. 20 Lacs

c) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d) The payment of the principal amount and interest are regular

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) According to the information and explanations given to us and in our opinion each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The company has not accepted any deposits from the public, except Rs. 115.73 lacs, which is in the nature of loans.

This was due to recall of a loan by the bank and subsequent encashment of the fixed deposit offered as security for the loan by a third party.

(vii) As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

(ix) (a) According to the records of the company, 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(x) The accumulated losses of the company at the end of the financial year are not more than 50%. The company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of opinion that the Company has not defaulted in repayment of dues to banks.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other instruments. Accordingly, the provisions of clause 4(xiv) of the Companies (auditor''s 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 guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on our audit procedures and on the information given by the management, we report that the company has raised term loans during the year from bank and loan were applied for the purpose for which the loan were obtained.

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

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act, during the year.

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company had not issued any debentures.

(xx) During the year the company had not raised money by public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

We have examined the attached Cash Flow Statement of GIVO Limited for the year ended March 31, 2014. The attached Cash Flow Statement has been compiled from and is based on the audited accounts of GIVO Limited for the year ended March 31, 2014 reported upon by us. According to the information and explanations given to us, together with the notes thereon the aforesaid Cash Flow Statement has been prepared in pursuant to Clause 32 of the Listing Agreement with Stock Exchanges and the reallocations for the purpose are as made by the Company.

For B. S. Sawhney & Associates Chartered Accountants

Sd/- CA. S. SANTAN KRISHAN Partner Membership No. 513245 FRN 008241N Place: Gurgaon Date: 19-05-2014

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Mar 31, 2013

1. We have audited the attached Balance Sheet of GIVO Ltd. as at 31 st March 2013 and also the Profit and Loss Account and the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with accounting standards generally accepted in India. These 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) . 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.

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

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

(v) On the basis of written representations received from the directors, as on 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 Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting 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 Profit & Loss Account, of the profit for the year ended on that date.

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

Annexure to Auditors'' Report j

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) These fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

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

(ii) a) The inventory has been physically verified at the quarter-end by the management. In our opinion, the frequency of verification is reasonable.

b) 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 and no material discrepancy noticed during the year

(iii) a) The company has not taken loan, secured or unsecured from theparties covered in the register maintained under section 301 of the Companies Act, 1956. The company has granted unsecured loan to one individual covered in the register maintained under section 301 of the Act. The maximum amount involved was Rs. 20 lacs and the year-end balance of loans to such parties was Rs. 20 lacs.

b) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The payment of the principal amount and interest are regular

(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, for the purchase of inventory and fixed ass"ets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that there are no transactions other than those already entered into the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The company has not accepted any deposits from the public, except Rs. 183.59 lacs, which is in the nature of loans. This was due to recall of a loan by the bank and subsequent encashment of the fixed deposit offered as security for the loan by a third party

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

(viii) Maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) a) All statutory dues including Provident Fund, ESI, Income-tax and Sale Tax etc have been regularly deposited with the appropriate authorities,

b) According to the information and explanations given to us except, as given above, no undisputed amounts were payable in respect of income-tax, wealth-tax, sales tax, custom duty, excise duty and cess, as at March 31, 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, except as given herein above, there are no dues of sales tax, income tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year are not more than 50% of its net worth. The company has not incurred cash losses during the year covered by the report and in the financial year immediately preceding the year covered by the report. .

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of opinion that the Company has not defaulted in repayment of dues to banks.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other instruments. Accordingly, the provisions of clause 4(xiv) of the Companies (auditor''s 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 guarantee for loans taken by others from bank or financial institutions.

(xvi) The company had not taken any term loan during the year.

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

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act, during the year.

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company had not issued any debentures.

(xx) During the year the company had not raised money by public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

For B. S. Sawhney & Associates

Chartered Accountants

Sd/-

Baljit Singh .

Partner

Membership No. 083207

FRN 008241N

Place : Gurgaon

Date : May 10, 2013

---

Mar 31, 2012

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

2. We conducted our audit in accordance with accounting standards generally accepted in India. These 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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.

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

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

(v) On the basis of written representations received from the directors, as on 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.

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

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

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

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

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

(b) These fixed assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory has been physically verified at the quarter-end by the management. In our opinion, the frequency of verification is reasonable.

(b) 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 and no material discrepancy noticed during the year

(iii) (a) The company has not taken loan, secured or unsecured from the parties covered in the register maintained under section 301 of the Companies Act, 1956. The company has granted secured loan to one individual covered in the register maintained under section 301 of the Act. The maximum amount involved was Rs. 14 lacs and the year-end balance of loans to such parties was Rs. 20 lacs.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The payment of the principal amount and interest are regular.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that there are no transactions other than those already entered into the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The company has not accepted any deposits from the public, except Rs. 183.59 lacs, which is in the nature of loans. This was due to recall of a loan by the bank and subsequent encashment of the fixed deposit offered as security for the loan by a third party.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) All statutory dues including Provident Fund, ESI, Income-tax and Sale Tax etc have been regularly deposited with the appropriate authorities,

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

(c) According to the information and explanation given to us, except as given herein above, there are no dues of sales tax, income tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year are not more than 50% of its net worth. The company has not incurred cash losses during the year covered by the report and in the financial year immediately preceding the year covered by the report.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of opinion that the Company has not defaulted in repayment of dues to the banks.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other instruments. Accordingly, the provisions of clause 4(xiv) of the Companies (auditor's 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 guarantee for loans taken by others from bank or financial institutions.

(xvi) The company had not taken any term loan during the year.

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

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act, during the year.

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company had not issued any debentures.

(xx) During the year the company had not raised money by public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

For B. S. Sawhney & Associates

Chartered Accountants

Sd/-

Baljit Singh

Partner

Membership No. 083207

FRN 008241N

Place : Gurgaon

Date : 28th May, 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GIVO Ltd. as at 31st March 2010 and also the Profit and Loss Account and the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial st atements based on our audit.

2. We conducted our audit in accordance with accounting st andards generally accepted in India. These standards require that we plan and perform the audit to obt ain reasonable assurance about whether the financial st atements 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 the management, as well as evaluating the overall financial sat tement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 we enclose here in the Annexure, a st atement on the matters specified in paragraph 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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.

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

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

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

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

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

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

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

Annexure to Auditors Report Referred to in paragraph 4 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) These fixed asset s have been physically verifed by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) No substaintial part of the fixed assets has been disposed off during the year.

(ii) (a) The inventory has been physically verified at the end of each quarter by the management. In our opinion, the frequency of verification is reasonable.

(b) 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 and no material discrep ancy noticed during the year.

(iii) (a) The company has t aken loan from two companies covered in the register maint ained under section 301 of the Companies act, 1956. The amount of loan taken during the year was Rs. 50 lacs and the year-end balance of loans from such parties was Rs. 1247.00 lacs The company has not granted any loans, secured or unsecured to comanpies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in payment of the principal amount and interest wherever applicable.

(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 it s business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that there are no transactions other than those already entered into the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public, except Rs. 183.59 lacs, which is in the nature of loans.

This was due to recall of loan by the bank and subsequent encashment of the fixed deposit of fered as security for the loan by a third party.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act

(ix) (a) All statutory dues including Provident Fund, ESI, Income-tax and Sale Tax etc have been regularly deposited with the appropriate authorities,

(b) According to the information and explanations given to us there were no undisputed amount s were p ayable in respect of income-tax, wealth-tax, sales tax, custom duty, excise duty and cess, as at March 31, 2010 for a period of more than six months from the date they became p ayable.

(c) According to the information and explanation given to us, there are no dues of sales t ax, income tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the comp any at the end of the financial year are not more than 50% of it s net worth. The company has incurred cash losses during the year covered by the report but there was a cash profit in the financial year immediately preceding the year covered by the report.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of opinion that the Company has not defaulted in repayment of dues to any financial institution, bank.

(xii) According to the information and explanations given to us, the comp any has not granted loans and advances on the baiss of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit/ societ.y Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company

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

(xv) According to the information and explanations given to us, the compnay has not given any guarantee for loansatken by others from bank or financial institutions.

(xvi) The company has not taken any term loan during the year.

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

(xviii) The company has not made any preferential allotment of shares to p arties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the year covered by our audit report, the comp any had not issued any debentures.

(xx) During the year the company had not raised money by public issue during the year. Therefore, the provisions of clause

4(xx) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

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

We have examined the attached Cash Flow Statement of GIVO Limited for the year ended March 31, 2010. The attached Cash Flow Statement has been compiled from and is based on the audited account s of GIVO Limited for the year ended March 31, 2010 reported upon by us. According to the information and explanations given to us, together with the notes thereon the aforesaid Cash Flow Statement has been prepared in pursuant to Clause 32 of the Listing Agreement with Stock Exchanges and the reallocations for the purpose are as made by the Company.



For B. S. Sawhney & Associates

Chartered Accountants



Sd/-

Baljit Singh

Partner



Place: New Delhi

Date: May 30, 2010