Auditor Report of Modella Woollens Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Modella Woollens Limited ('the Company'), which comprise the balance sheet as at March 31,2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 ('the Act") with respect to the preparation and presentation 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 the Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILTY

Our responsibility is to express an opinion on these standalone financial statements based on our audit We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements read with the notes thereon 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 March 31, 2015, and its loss and its cash flows for the year ended on that date,

EMPHASIS OF MATTERS

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 17(H) to the financial statement regarding cherubs towards rent paid but not encased by the landlord.

(b) Note 23 in the financial statements which indicates that the Company has accumulated losses and its net worth has been fully / substantially eroded, the Company has incurred a net loss/net cash loss during the current and previous year(s) and, the Company's current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note 23, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, based on the representation received from the management regarding continuing support the financial statements of the Company have been prepared on a going concern basis.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

as We have sought and 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 accounts as required by the law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the statement of profit and loss and 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 Companies (Accounts) Rules, 2014;

e. The going concern matter described In sub paragraph (b) under Emphasis of Matters paragraph above, in our opinion, may have adverse effect on the functioning of the Company.

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

g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of 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, if any, on its financial position in its financial statements

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable lossless.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

As required by the Companies (Auditors' Report) Order, 2015 issued by the Company Law Board in terms of Section 143 of the Companies Act, 2013, we further report that:

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

We are informed that fixed assets have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

ii. We are informed that there was no stock of goods during the year or at the year end and hence physical verification of stock were not required to be conducted by the management. In view of above therefore, we have no comment to offer on frequency of the physical verification of such stocks.

Since company is not having any stock, we have no comment to offer on whether the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

Since company is not having any stock, we have no comment to offer on maintaining proper records of inventory and discrepancies on physical verification of stocks as compared to book records.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 189 of the Companies Act, 2013. Accordingly paragraph 3(iii) (a) and (b) of the Order are not applicable.

iv. In our opinion and according to information and explanations given to us, the Company does have an adequate internal control system commensurate with the size of the Company and the nature of its business in respect of purchases of inventory and fixed assets and for the sale of goods and services

We have not observed any major weakness in the internal control system during the course of the Audit

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

vi. As informed to us the maintenance of cost Records has not been specified by the central government under section 148(1) of the Act.

vii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employee's state insurance and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and duty of excise. '

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employee's state insurance and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. We are informed that dues of income tax, sales tax, wealth tax, service tax, duty of customs and duty of excise are not in dispute.

According to the information and explanations given to us, there are no dues of income tax, wealth tax, sales tax, service tax, duty of customs and duty of excise which have not been deposited with the appropriate authorities on account of any dispute.

According to the information and explanations given to us the amounts which were 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 there under has been transferred to such fund within time.

viii. The Company has been registered for a period of not less than five years and its accumulated losses at the end of the financial year exceeds fifty percent of its net worth. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. The company has not taken any loans from any financial institution or bank or debenture holders and hence the question of default in payment does not arise.

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

xi. The Company has not taken any term loan during the year.

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

Place : Mumbai For Desai & Bhagtaney

Date : 12/5/2015 Chartered Accountant*



Shailesh S. Desal

Partner

Membership No. 036935

Firm No.115646W

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Mar 31, 2014

1. We have audited the attached balance sheet of Modella Woollens Limited, as at March 31, 2014 and the annexed Statement of Profit and Loss and cash flow statement for the year ended on that date. 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 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.

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 enclosed in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by the law have been kept by the company so far as appear 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, Statement of Profit and Loss 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;

e. On the basis of written representations received from the directors, none of the directors are 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. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the accounting policies and notes on 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 March 31, 2014; and

ii. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date.

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

ANNEXURE TO THE AUDITOR''S REPORT

As required by the Companies (Auditors'' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:

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

As informed to us. fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

None of the fixed Assets have been disposed off during the year.

ii. We are informed that there was no stock of goods during the year or at the year end and hence physical verification of stock was not required to be conducted by the management In view of above therefore, we have no comment to offer on frequency of the physical verification of such stocks.

Since company is not having any stock, we have no comment to offer on whether the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

Since com ny is not having any stock, we have no comment to offer on maintaining proper records of inventor and discrepancies on physical verification of stocks as compared to book records.

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii) (b) to (d) of the Order are not applicable.

The Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act except Inter Corporate Deposit from Novamod Trading Company Private Limited. The outstanding balance of Novamod Trading Company Private Limited as at March 31, 2014 was Rs 29,05,000/- and maximum amount outstanding during the year was Rs 29,05,000/-

In our opinion and as per the explanation given by the management the rate of interest and other terms and conditions of loans, deposit taken are prima facie not prejudicial to the interest of the Company.

iv. In our opinion and according to information and explanations given to us, the Company does have an adequate internal control system commensurate with the size of the Company and the nature of its business in respect of purchases of inventory and fixed assets and for the sale of goods and services.

v. On the basis of our examination and according to the information and explanation given to us, the company has not entered transactions that need to be entered in the register maintained under section 301 of the Companies Act. 1956.

vi. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any order relevant provisions of the Companies Act, 1956 and rules framed thereunder.

vii. The Company does not have an internal audit system.

viii. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any activities of the Company.

ix. The Company has been regular in depositing Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax. Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

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

x. The Company has been registered for a period of not less than five years and its accumulated losses at the end of the financial year exceeds fifty percent of its net worth. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. The company has not taken any loans from any financial institution or bank or debenture holders and hence the question of default in payment does not arise.

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

xiii. The provisions of any special statute applicable to chit fund, Nidhi or mutual Benefit Fund/societies are not applicable to the Company.

xiv. On the basis of our examination and according to the information and explanation given to us, the Company during the year has dealt in investments and has maintained proper records of the transactions and contracts with timely entries made therein. The said investment has been held by the company in its own name.

xv. On the basis of our examination and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. The Company has not taken any term loan during the year.

xvii. On the basis of our examination of the Cash Flow statement and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments.

xviii. On the basis of our examination and according to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

xix. On the basis of our examination and according to the information and explanation given to us, no Debentures have been issued by the Company and hence, the question of creating securities in respect thereof does not arise.

xx. On the basis of our examination and according to the information and explanation given to us, the Company has not raised any money by way of public issue during the year.

xxi. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the year.

Place : Mumbai For Desai & Bhagtaney Date : 28th April, 2014 Chartered Accountants

Shailesh S. Desai Partner M.NO. 36935 Firm No. 115646W

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Mar 31, 2013

1 we have audited the accompanying financial statement of Modella Wollens Ltd, which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and summary of significant accounting policies and other explanatory information.

2 Management is responsible for the preparation of these financial statements that give a true and view o the financial position, financial performance and cash How s of theCompany,n acco dance with the Accounting Standards referred to in sub-section (3C) of section 21 of the ComSes Act 956 ("the Act"). This responsibility includes the design, implementation and Senance of ntemal control relevant to the preparation and presentation of the financial Sments Lt give a true and fair view and are free from material misstatement, whether due to fraud or error.

3 Our responsibility is to express an opinion on these financia) statements based on our audit We conducfedoT audit in accordance with the Standards on Auditing.issued by the institute c- Charte''ed Accountants of India. Those Standards require that we comply with ethical requirements and planperlorm the aud* to obtain reasonable assurance about whether the financial statements are free from materia! misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in tSnancial statements The procedures selected depend on the auditor''s ludgment, including L amenf5Ss of material misstatement of the financial statements, whether due o raud or error in making those risk assessments, the auditor considers internal
4 In our opinion and to the best of our information and according to the he financial statements give the information required by the Act in the manner so required andgive Hrue andI fair vw in conformity with the accounting principles generally accepted in India: j. in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2013;

ii in the case of the Statement of Profit and Loss, of the loss for the year ended on that date. iii in the case of the Cash Flow statement, of the cash flows for the year ended on that dale.

5 As required by the Companies {Auditor''s Report) Order, 2003 issued by the Central Government of .Sa 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

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

a we have obtained ail 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. m our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow" Statement to insub section (3C) of section 211 of the Companies Act, 1956;

ANNEXURE TO THE AUUllun ncrvm

As required by the Companies (Auditors'' Report) Order. 2003 issued by Company Uw Board fn terms of Section 2274A) of the Companies Act. 1956. we further report that.

i. The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets. . As informed to us. fixed assets have been physically verified by the management dunng the year and no material discrepancies were noticed on such venficabon. services.

v On the basis of our examination and according to the information and explanation givenftbi us the company has not entered transactions that need to be entered in the register ma.nta.ned under section 301 of the Companies Act. 1956. -n- r™™™ has not accepted any deposits from the public within the meaning of section 58A the Companies Act, 1956 and ruiesframed there under.

vii. The Company does not have an internal audit system.

viii The Centra! Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956. for any activities of the Company. h, Th„ romnanv has been regular in depositing Provident Fund. Investor Education and Protection "* tax. Sales tax. Wealth tax. ServK* Tax, Custom Duty. Excise Duty Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable_ in Sc of ncome-tax. wealth-tax. sales-tax. custom duty, excise duty and cess were sbnding L7at March 31 2013 for period of more than six months from the date they became payable. Th* mmrwmv has been registered for a period of not less than five years and its accumulated tosses * exceedsifty percent of its net worth. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year xi The company has not taken any loans from any financial institution or bank or debenture holders and hence the question of default in payment docs not anse. xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The provisions of any special statute applicable to chit fund, Nidhi or mutual Benefit Fund/societies are not applicable to the Company.

On the basis of our examination and according to the information and explanation given to, us, the durina the year has dealt in investments and has maintained proper records the Swith timely entries made therein. The said investment has been held by the company in its own name. On the basis of our examination and according to the information and explanation g.ven ipus,£» Srnany has not given any guarantee for loans taken by others from bank or financial institutions. xvi The Company has not taken any term loan during the year.

On the basis of our examination of the Cash Flow statement and according to the information ""''and expSon gLn to us. the funds raised on short-term basis have not been used for long- term investments. ___

™ On the basis of our examination and according to the information and explanation given to us the Smoanhas notmade any preferential allotment of shares to parties and companies covered ,the Register maintained under section 301 of the Companies Act, 1956 during the year. Lsio nf our examination and according to the information and explanation given to us. no binned by the Company and hence, the question of creating securities ,respect thereof does not arise. ''

xx On the basis of our examination and according to the information and explanation g.ven to us. the Company has not raised any money by way of public issue during the year.

xxi On the basis of our examination and according to the information and explanations given to us. no fraud, on or by the Company, has been noticed or reported during the year.

For DESAt & BHAGTANEY

CHARTERED ACCOUNTANTS

SHAILESH S. DESAI

Place of Signature . Mumbai. Firm No 115646W

Date : 17th April, 2013

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Mar 31, 2012

1. We have audited the attached balance sheet of Modella Woollens Limited, as at 31st March, 2012 and also the annexed profit and loss account and cash flow statement for the year ended on that date. 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 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.

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 enclosed in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by the law have been kept by the company so far as appear from our examination of those books

c. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, 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;

e. On the basis of written representations received from the directors, none of the directors are disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the accounting policies and notes on 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 March 31, 2012; and

ii. in the case of the Profit and Loss Statement, of the Loss for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:

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

(b) As informed to us, fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii. (a) We are informed that there was no stock of goods during the year or at the year end and hence physical verification of stock was not required to be conducted by the management. In view of above therefore, we have no comment to offer on frequency of the physical verification of such stocks.

(b) Since company is not having any stock, we have no comment to offer on whether the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) Since company is not having any stock, we have no comment to offer on maintaining proper records of inventory and discrepancies on physical verification of stocks as compared to book records.

iii. The company has not granted any loans secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956

iv. The company has taken unsecured inter-corporate loan from a company covered in register maintained under section 301 of the Companies Act, 1956.

v. In our opinion, 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 sale of goods and services.

vi. On the basis of our examination and according to the information and explanation given to us, the company has not entered transactions that need to be entered in the register maintained under section 301 of the Companies Act. 1956.

vii. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any order relevant provisions of the Companies Act, 1956 and rules framed thereunder.

viii. The Company does not have an internal audit system.

ix. The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, for any activities of the Company.

x. (a) The Company has been regular in depositing Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

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

xi. The Company has been registered for a period of not less than five years and its accumulated losses at the end of the financial year exceeds fifty percent of its net worth.

xii. The Company has not incurred cash losses in the financial year immediately preceding current financial year.

xiii. The company has not taken any loans from any financial institution or bank or debenture holders and hence the question of default in payment does not arise.

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

xv. The provisions of any special statute applicable to chit fund, Nidhi or mutual Benefit Fund/ societies are not applicable to the Company.

xvi. On the basis of our examination and according to the information and explanation given to us, the Company during the year has dealt in investments and has maintained proper records of the transactions and contracts with timely entries made therein. The said investment has been held by the company in its own name.

xvii. On the basis of our examination and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xviii. The Company has not taken any term loan during the year.

xix. On the basis of our examination of the Cash Flow statement and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments.

xx. On the basis of our examination and according to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

xxi. On the basis of our examination and according to the information and explanation given to us, no Debentures have been issued by the Company and hence, the question of creating securities in respect thereof does not arise.

xxii. On the basis of our examination and according to the information and explanation given to us, the Company has not raised any money by way of public issue during the year.

xxiii. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the year.

For DESAI & BHAGTANEY CHARTERED ACCOUNTANTS

SHAILESH S. DESAI PARTNER M. NO. 36935 Firm No. 115646W

Place of Signature : Mumbai. Date : 25th April, 2012

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Mar 31, 2011

1. We have audited the attached balance sheet of Model la Woollens Limited, as at 31 st March, 2011 and also the annexed profit and loss account and cash flow statement for the year ended on that date.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 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.

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 enclosed in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by the law have been kept by the company so far as appear from our examination of those books

c. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, 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;

e. On the basis of written representations received from the directors, none of the directors are disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the accounting policies and notes on accounts particularly note 2.3 and note 5 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 March 31, 2011; and

ii. in the case of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT

As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:

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

(b) As informed to us, fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) No fixed assets have been disposed off during the year except assignment of trademark "Modella" which has in the opinion of management not affected the going concern.

ii. (a) We are informed that there was no stock of goods during the year or at the year end and hence physical verification of stock was not required to be conducted by the management. In view of above therefore, we have no comment to offer on frequency of the physical verification of such stocks.

(b) Since company is not having any stock, we have no comment to offer on whether the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) Since company is not having any stock, we have no comment to offer on maintaining proper records of inventory and discrepancies on physical verification of stocks as compared to book records.

iii. (a) The company has not granted any loans secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956

iv. (a) The company has taken unsecured inter-corporate loan from a company covered in register maintained under section 301 of the Companies Act, 1956 as under :

Number of parties : One

Opening Balance : Nil

Accepted during the year : 3,20,000/-

Closing Balance : Nil

(b) In our opinion the rate of interest and other terms and conditions on which the above loan taken is not prime facie, prejudicial to the interest of the company.

v. In our opinion, 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 sale of goods and services.

vi. (a) On the basis of our examination and according to the information and explanation given to us, the company has not entered transactions that need to be entered in the register maintained under section 301 of the Companies Act. 1956.

(b) The Company has not entered transactions that need to be entered in the register under section 301 of the Companies Act, except assignment of trademark "Modella". As there are no comparable market prices for the similliar transactions we cannot comment that the said transaction has been made at prices, which are reasonable.

vii. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any order relevant provisions of the Companies Act, 1956 and rules framed thereunder.

viii. The Company does not have an internal audit system.

ix. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any activities of the Company.

x. (a) The Company has been regular in depositing Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, wealth-tax, sales-tax, custom duty, excise duty and cess were out-standing as at March 31, 2011 for period of more than six months from the date they became payable.

xi. The Company has been registered for a period of not less than five years and its accumulated losses at the end of the financial year exceeds fifty percent of its net worth.

xii. The Company has not incurred cash losses in the financial year immediately preceding current financial year.

xiii. The company has not taken any loans from any financial institution or bank or debenture holders and hence the question of default in payment does not arise.

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

xv. The provisions of any special statute applicable to chit fund, Nidhi or mutual Benefit Fund/ societies are not applicable to the Company.

xvi. On the basis of our examination and according to the information and explanation given to us, the Company during the year has dealt in investments and has maintained proper records of the transactions and contracts with timely entries made therein. The said investment has been held by the company in its own name.

xvii. On the basis of our examination and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xviii. The Company has not taken any term loan during the year.

xix. On the basis of our examination of the Cash Flow statement and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments.

xx. On the basis of our examination and according to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

xxi. On the basis of our examination and according to the information and explanation given to us, no Debentures have been issued by the Company and hence, the question of creating securities in respect thereof does not arise.

xxii. On the basis of our examination and according to the information and explanation given to us, the Company has not raised any money by way of public issue during the year.

xxiii. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the year.

For DESAI & BHAGTANEY CHARTERED ACCOUNTANTS

SHAILESH S. DESAI PARTNER M. NO. 36935 Firm No. 115646W

Place of Signature : Mumbai. Date : 27th April, 2011