Auditor Report of MW Unitexx Ltd.

Mar 31, 2014

We have audited the attached financial statements of MW Unitexx Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (hereinafter referred to as the Act), read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall financial statement presentation.

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

Basis for Qualified Opinion

As stated in the Notes No.24.II. 2,3 and 4 respectively of the financial statements regarding;

(i) Continuation of capitalization by the Company in respect of Pre- operative expensesaggregating to Rs. 1,732.03 Lacs in respect of Unimart Project under the head Capital Work in Progress despite lack of movement in the said Project during the year.

(ii) Non-provision against Long term Loans and Advances representing interest-free refundable depositsto agents for more than a year amounting to Rs. 4,471.05 Lacs against which no performance has been received.

(iii) Provision for employee benefit in the books has been made based on Company''s estimate rather than carrying out actuarial valuation of Employee benefit expenses which is not in line with Accounting Standard 15- ''Employee Benefit''. Impact of the same on the provisions and loss for the year is presently unascertainable.

Accordingly, (i) Pre-operative expenses under the head Capital Work in Progress have been overstated and loss for the year has been understated by Rs. 1,732.03 Lacs (ii) Long termLoans and Advances have been overstated and loss for the year has been understated by Rs. 4,471.05 Lacs.

Emphasis of Matter

We draw attention to Note No. 24 II (5) of the financial statements, In respect of Deposit given to one of the party which is shown under the head Long term loans and advances amounting to Rs. 400 Lacs since March 2006. The said deposit is given for occupying rent free area in the proposed newly constructed building. However the said project is still on hold by the developer but the management is hopeful of its performance in near future.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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 Statement of Profit and Loss, of the Profit / Loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standardsasreferredto in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the respective directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(Referred to in paragraph IV. 1 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, the fixed assets were physically verified by the management during the year and no discrepancies were noticed upon physical verification of assets and comparison of the same with the updated fixed assets register. During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) The inventories have been physically verified by the management during the year under review at regular intervals.The frequency of physical verification in respect of inventories, in our opinion, is reasonable and commensurate with the size of the Company and nature of its operations. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate and the Company has maintained proper records showing full particulars including quantitative details and situation of its inventories.

(iii) During the year under review, the Company has taken interest-free unsecured loan, fromthreebodies corporate representing parties covered in the register maintained under section 301 of the Act. In our opinion, the other terms and conditions of the said loans are not prima facie prejudicial to the Company''s interests. The maximum and closing balance of the said loan is given as under:

Nature and number of the Parties Maximum balance during Closing balance the year (Rs. in Lacs) (Rs. in Lacs)

Body Corporate - 6 4,009.37 4,081.85

During the year under review, Company has granted advances to a body corporate representing aparty covered in the register maintained under section 301 of the Act. In our opinion, the terms and conditions of the said loans are not prima facie prejudicial to the Company''s interests. The maximum and closing balances of the said loan are given as under:

Nature and number of the Parties Maximum balance during Closing balance the year (Rs. in Lacs) (Rs. in Lacs)

Body Corporate - 2 23.78 15.43

The above loans taken as well as granted are demand loans and hence there are no overdue amounts involved. Also, in our opinion, the Company is taking reasonable steps to repay/recover the aforesaid loans.

(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business in respect of purchase of inventory, fixed assets and with regard to sale of goods and provision of services. During our audit, we have not come across any continuing failure to correct major weakness in internal controls prevailing in the Company.

(v) Transactions entered with the parties listed in the register maintained under section 301 of the Act have been so entered. In our opinion, the said transactions,entered during the year in respect of each party aggregating to Rs. 5.00 Lacs or more have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time, wherever such market prices are available.

(vi) The Company has not accepted any deposits from the public during the year within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58-AA of the Actand the rules framed thereunder.

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

(viii) As explained to us, the Central Government has prescribed during the year under review for the maintenance of cost records under clause (d) of section (1) of section 209 of the Act. However; the Company has got the same verified by a Cost Accountant, as required.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Customs Duty, Value Added Tax and Income Tax with the appropriate authorities and there was no amount remaining outstanding for more than six months as at the Balance Sheet date. As regards Investors Education and Protection Fund, Wealth Tax, Excise Duty, Service Tax and Cess, we were explained that the said statutes were not applicable to the Company during the year under review.

As per the records verified by us and based on the explanations given to us, there were no disputed statutory liabilities with the Company at any time during the year under review.

(x) The accumulated losses with the Company as at the close of the year are not more than fifty percent of its net worth as at the Balance Sheet date. The Company has not incurred cash losses in its current as well as immediately preceding previous year

(xi) In our opinion and according to the information and explanations given to us, there has been default/delay in repayment of dues to a Financial Institution as well asbanks which are as follows:

Period of Default Amount (In Lacs) Remark 0 - 6 Months 1,000 Principal Default

0 - 6 Months 478.41 Interest Default

6 - 12 Months 1,000 Principal Default

6 - 12 Months 412.15 Interest Default

(a) In respect of Financial institution, the Company has defaulted in repayment of principal as well as interestpayments as per table given below:

(b) In respect of bank, the Company has delayed in interestpayments ranging from 8-38 days amounting to Rs. 138.50 Lacs. However, the same has been regularised as at the end of the year.

(xii) As per the records verified by us, the Company has not granted loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities during the year under review.

(xiii) The provisions of any special statutes applicable to a chit fund, Nidhi or mutual Benefit Companies are not applicable to the Company during the year.

(xiv) The Company has not dealt with or traded in shares, securities, debentures and other investments during the year under review. The Investments held by the Company are in its own name.

(xv) As per the records verified by us and based on the explanations given to us, the Company has given guarantee amounting to Rs. 500.00 Lacsfor loans taken by others from bank.

(xvi) As per the records and based on the explanations provided to us, ,no new termloans were raised during the year under review.

(xvii) Based on the overall examination of the Balance sheet and the funds flow, we are of the opinion that no funds raised by the Company on short term basis were utilised for long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year under review

(xix) No debentures were issued by the Company during the year under review.

(xx) The Company has not raised any money by public issue during the year under review.

(xxi) As per the records verified by us and based on the explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Shyam Malpani & Associates Chartered Accountants Firm Registration No. 120438 W

Sd/- Shyam Malpani Place : Mumbai Proprietor Dated : 29th May, 2014 Membership No. F- 34171

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Mar 31, 2013

Report on the Financial Statements

We have audited the attached financial statements of MW Unitexx Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31sl March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956(hereinafter referred to as 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.

Auditors'' Responsibility

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

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

Basis for Qualified Opinion

As stated in the NotesNo. 25.11. 2 ,3 and 4 respectively of the financial statements regarding;

(i) Continuation of capitalization by the Company in respect of Pre- operative expenses aggregating to Rs. 3,042.48 Lacs in respect of Unimart Project under the head Capital Work in Progress despite lack of movement in the said Project during the year.

(ii) Balance appearing under the head Trade Receivable, Current Liabilities and Loans & Advances are subject to confirmations from the respective parties,

(Hi) Non-provision against certain Loans and Advances representing interest-free refundable depositsto agents for more than a year amounting to Rs. 7,851.82 Lacs against which no performance has been received and further, no confirmation was obtained by the Company.

Accordingly, (i) Pre-operative expenses under the head Capital Work in Progress have been overstated and loss for the year has been understated by Rs 3,042.48 Lacs (ii) Loans and Advances have been overstated and loss for the year has been understated by Rs 7,851.82 Lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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 31sl March 2013;

{b) In the case of the Statement of Profit and Loss, of the Profit / Loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standardsasreferredto in sub-section (3C) of section 211 of the Act;

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

Annexure to the Auditors'' Report

(Referred to in paragraph IV. I of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, the fixed assets were physically verified by the management during the year and no discrepancies were noticed upon physical verification of assets and comparison of the same with the updated fixed assets register. During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) The inventories have been physically verified by the management during the year under review at regular intervals.The frequency of physical verification in respect of inventories, in our opinion, is reasonable and commensurate with the size of the Company and nature of its operations. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate and the Company has maintained proper records showing full particulars including quantitative details and situation of its inventories.

(iii) During the year under review, the Company has taken interest-free unsecured loan, fromthreebodies corporate representing parties covered in the register maintained under section 301 of the Act. In our opinion, the other terms and conditions of the said loans are not prima facie prejudicial to the Company''s interests. The maximum and closing balance of the said loan is given as under:

Nature and number of the Parties Maximum balance during the Closing balance (Rs.) year (Rs.)

Body Corporate - 3 18,80,46,619 18,25,77,190

During the year under review, Company hasgranted advances to a body corporate representing aparty covered in the register maintained under section 301 of the Act. In our opinion, the terms and conditions of the said loans are not prima facie prejudicial to the Company''s interests. The maximum and closing balances of the said loan are given as under:

Nature and number of the Parties Maximum balance during the Closing balance (Rs.) year (Rs.) Body Corporate - 1 6,50,00,000 3,03,781

The above loans taken as well as granted are demand loans and hence there are no overdue amounts involved. Also, in our opinion, the Company is taking reasonable steps to repay/recover the aforesaid loans.

(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business in respect of purchase of inventory, fixed assets and with regard to sale of goods and provision of services. During our audit, we have not come across any continuing failure to correct major weakness in internal controls prevailing in the Company.

(v) Transactions entered with the parties listed in the register maintained under section 301 of the Act have been so entered. In our opinion, the said transactions,entered during the year in respect of each party aggregating to Rs. 5.00 Lacs or more have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time, wherever such market prices are available.

(vi) The Company has not accepted any deposits from the public during the year within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58-AA of the Actand the rules framed thereunder.

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

(viii) As explained to us, the Central Government has prescribed during the year under review for the maintenance of cost records under clause (d) of section (1) of section 209 of the Act. However; the Company has not got the same verified by a Cost Accountant, as required.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Customs Duty, Value Added Tax and Income Tax with the appropriate authorities and there was no amount remaining outstanding for more than six months as at the Balance Sheet date. As regards Investors Education and Protection Fund, Wealth Tax, Excise Duty, Service Tax and Cess, we were explained that the said statutes were not applicable to the Company during the year under review.

As per the records verified by us and based on the explanations given to us, there were no disputed statutory liabilities with the Company at any time during the year under review.

(x) The accumulated losses with the Company as at the close of the year are not more than fifty percent of its net worth as at the Balance Sheet date. The Company has not incurred cash losses in its current as well as immediately preceding previous year

(xi) The Company has not defaulted in repayment of any dues/credit facilities obtained from banks during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities during the year under review.

(xiii) The provisions of any special statutes applicable to a chit fund, Nidhi or mutual Benefit Companies are not applicable to the Company during the year.

(xiv) The Company has not dealt with or traded in shares, securities, debentures and other investments during the year under review. The Investments held by the Company are in its own name.

(xv) As per the records verified by us and based on the explanations given to us, the Company has given guarantee amounting to Rs. 500.00 Lacsfor loans taken by others from bank.

(xvi) The Company has taken term loans during the year under review. Based on certificate received from an independent Chartered Accountant and based on information and explanations given to us, term loans raised during the year have been applied for the puiposes for which they were raised.

(xvii) Based on the overall examination of the Balance sheet and the funds flow, we are of the opinion that no funds raised by the Company on short term basis were utilised for long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year under review

(xix) No debentures were issued by the Company during the year under review.

(xx) The Company has not raised any money by public issue during the year under review.

(xxi) As per the records verified by us and based on the explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Shyam Malpani & Associates

Chartered Accountants

Firm Registration No. 120438 W

Sd/-

Shyam Malpani

Proprietor

Membership No. F- 34171

Place : Mumbai,

dated : 28,h May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of MW Unitexx Limited, as at 31st March 2012 and also annexed the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Com- pany'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 rea- sonable assurance about whether the financial statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes as- sessing the accounting principles used and significant estimates made by man- agement, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion and as per the information and explanations given to us, the Compa- nies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters speci- fied in the paragraphs 4 and 5 of the said Order, to the extent applicable to the company during the year under review.

4. Further to our comments in the Annexure referred to in Para 2 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowl- edge 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 Com- pany so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of 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, the Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in sub section (3C) of section 211 of the Companies Act, 1956 to the extent made manda- tory.

e) 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 directors is disquali- fied as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations giv- en to us, the said accounts, read together with Significant Accounting Policies and other Notes appearing in Note - 25, 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 case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

b. In case of the Statement of Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

Annexure to the Auditors' Report

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

In terms of the information and explanation given to us and the books and records examined by

us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) The Company has maintained proper records showing full particulars including quanti- tative details and situation of fixed assets. As explained to us, the fixed assets were physi- cally verified by the management during the year and no discrepancies were noticed upon physical verification of assets and comparison of the same with the updated fixed assets register. During the year, the company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) The inventories have been physically verified by the management during the year under review at regular intervals. The frequency of physical verification in respect of invento- ries, in our opinion, is reasonable and commensurate with the size of the Company and nature of its operations. In our opinion, the procedures of physical verification of inven- tories followed by the management are reasonable and adequate and the Company has maintained proper records showing full particulars including quantitative details and situation of its inventories.

(iii) During the year under review, the Company has taken interest free unsecured loan, from bodies corporate being a party covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the other terms and conditions of the said loans are not prima facie prejudicial to the Company's interests. The maximum and closing balance of the said loan is given as under:

Nature and number of Maximum balance during Closing balance (Rs.)

the Parties the year (Rs.)

Body Corporate - 3 147,019,442 147,019,442

During the year under review, Company has granted advances to body corporate being parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of the said loans are not prima facie prejudicial to the Company's interests. The maximum and closing balance of the said loan is given as under:

Nature and number of Maximum balance during Closing balance (Rs.) the Parties the year (Rs.)

Body Corporate - 1 23,000,000 23,000,000

(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business in respect of purchase of inventory, fixed assets and with regard to sale of goods and provision of services. During our audit, we have not come across any continuing failure to correct major weakness in internal con- trols prevailing in the Company.

(v) Transactions entered with the parties listed in the register maintained under section 301 of the Companies Act, 1956 have been so entered. In our opinion, the said transactions, entered during the year in respect of each party aggregating to Rs. 5.00 Lacs or more have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time, wherever such market prices are available.

(vi) The Company has not accepted any deposits from the public during the year within the purview of the directives issued by the Reserve Bank of India and the provisions of Sec- tions 58A and 58-AA of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the Company has a formal internal audit system which is commensurate with the size of the company and the nature of its business.

(viii) As explained to us, the Central Government has prescribed during the year under review for the maintenance of cost records under clause (d) of section (1) of section 209 of the Companies Act, 1956. The Company is getting the same verified by the Cost Accountant.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Customs Duty, Value Added Tax and Income Tax with the appropriate authorities and there was no amount remaining outstanding for more than six months as at the Balance Sheet date. As regards Investors Education and Protection Fund, Wealth Tax, Excise Duty, Service Tax and Cess, we were explained that the said statutes were not applicable to the Company during the year under review.

As per the records verified by us and based on the explanations given to us, there were no disputed statutory liabilities with the Company at any time during the year under re- view.

(x) The accumulated losses with the Company as at the close of the year are not more than fifty percent of its net worth as at the Balance Sheet date. The Company has not incurred cash losses in its current as well as immediately preceding pervious year

(xi) The Company has not defaulted in repayment of any dues/credit facilities obtained from banks during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities during the year under review.

(xiii) The provisions of any special statutes applicable to a chit fund, Nidhi or mutual Benefit Companies are not applicable to the Company during the year.

(xiv) The Company has not dealt with or traded in shares, securities, debentures and other investments during the year under review. The Investments held by the Company are in its own name except wherever stated otherwise.

(xv) As per the records verified by us and based on the explanations given to us the Company has given guarantee amounting to Rs 500 Lacs for loans taken by others from bank.

(xvi) The Company has taken term loans during the year under review. The term loans raised during the year have been applied for the purposes for which they were raised.

(xvii) Based on the overall examination of the Balance sheet and the funds flow, we are of the opinion that no funds raised by the Company on short term basis were utilised for long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year under review

(xix) No debentures were issued by the Company during the year under review.

(xx) The Company has not raised any money by public issue during the year under review.

(xxi) As per the records verified by us and based on the explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Malpani & Associates Chartered Accountants Registration No. 120438W

Sd/-

Shyam Malpani

Proprietor Membership No. F - 34171

Place: Mumbai,

Dated: July 30, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Unitex Designs Limited, as at 31st March 2010 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amount 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 beheve that our audit provides a reasonable basis for our opinion

3. In our opinion and as per the information and explanations given to us, the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order, to the extent applicable to the company during the year under review.

4.Fur the rtoour comments in the Annexure referredto in Para 2 above,wereportthat:

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)Inouropin ion,proper books of account,asrequired by law,have been kept by the Company so faras appears

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report are in

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

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

In terms of the information and explanation given to us and the books and records examined by us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) The Company has maintained proper records showing Ml particulars including quantitative details and situation of fixed assets. As explained to us, the fixed assets were physically verified by the management during the year and no discrepancies were noticed upon physical verification of assets and comparison of the same with the updated fixed assets register. During the year, the company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) The inventory comprising of Suitings, Shirtings and Garments has been physically verified by the management dunng the year under review at regular

our opinion, is reasonable and commensurate with the size of the Company and nature of its operations. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate and the Company has maintained proper records showing full particulars including quantitative details and situation of its inventory.

(iii) During the year under review, the Company has taken interest free unsecured loan, from a body corporate being a party covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the other terms and conditions of the said loans are not prima facie prejudicial to the Companys interests. The maximum and closmg balance of the said loam is given as under:

Nature and number of Maximum balance during Closing balance (Rs.) the Parties theyear(Rs.)

Body Corporate-1 5,000,000 3,800.000





Also during the year, Company has granted advances to bodies corporate being parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the other terms and conditions of the said advances are not prima facie prejudicial to the Companys interests. The maximum and closing balance of the said advances are given as under:

Nature and number of Maximum balance during Closing balance (Rs.) the Parties the year (Rs.)

Body Corporate 2 13,885,732 13,885,732





(iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business in respect of purchase of inventory, fixed assets and with regard to sale of goods and provision of services. During our audit, we have not come across any continuing failure to correct major weakness in internal controls prevailing in the Company, except to the extent mentioned in Para (i) above.

(v) Transactions entered with the parties listed in the register maintained under section 301 of the Companies Act, 1956 have been so entered. In our opinion, the said transactions, entered during the year in respect of each party aggregating to Rs. 5.00 Lacs or more have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time, wherever such market prices are available.

(Vi) The Company has not accepted any deposits from the public during the year within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58-AA of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the Company has a formal internal audit system which is commensurate with the size of the company and the nature of its business.

(viii) As explained to us, the Central Government has not prescribed for the maintenance of cost records under clause (d)of section (l) of Section 209 of the Companies Act,1956 in respect of the class of the Company

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Customs Duty, Value Added Tax and Income Tax with the appropriate authorities and no amount in respect of the above was remaining outstanding for more than six months as at the Balance Sheet date. As regards Investors Education and Protection Fund, Wealth Tax, Excise Duty, Service Tax and Cess, we wereexplamed that the said statutes were not applicable to the Company during the year underreview

As per the records verified by us and based on the explanations given to us, there were no disputed statutory liabilities with the Company at any time dunng the year under review

(x) The accumulated losses with the Company as at the close of the year are more than fifty percent of its net worth as at the Balance Sheet date. Also the Company has incurred cash losses during the current financial year amountmgtoRs.73.42Lacs(Previous Year-Nil).

(xi) The Company has not defaulted in repayment of any dues/credit facilities obtained from banks during the year underreview

(xii) As per the records verified by us, the Company has not granted loans and/or advances on the basis of security by way of pledge of shares,debentures and other securities during the year underreview

(xiii) The provisions of any special statutes applicable to a chit fund, Nidhi or mutual Benefit Companies are not applicable to the Company dunng the year.

(xiv) The Company has not dealt with or traded in shares, securities, debentures and other investments during the year underreview. The Investments held by the Company are in its own name except whereverstatedotherwise.

(xv) As per the records verified by us and based on the explanations given to us the Company has not given any guarantee for loans taken by others from bank/financial institutions.

(xvi) The Company has not taken any term loans during the year under review.

(xvii) Based on the overall examination of the Balance sheet and the funds flow, we are of the opinion that no funds raised by the Company on short term basis were utilised for long term investment.

(xviii)The Company has not madeanypr eferenti alallotment of share sdurmgtheyear underreview.

(xix) No debentures were issued by the Company durmg the year underreview

(xx) The Company has not raised any money by public issue during the year under review.

(xxi) As per the records verified by us and based on the explanations given to us, no fraud on or by the Company has been



For Malpani& Associates

Chartered Accountants

Registration No. 120438W

Sd/-

Shyam Malpani

Date : 16.06.2010 Membership No. F-34171