Auditor Report of Neo Corp International Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of M/s. NEO CORP INTERNATIONAL LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The company's Board of Directors are 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 Rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure 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 the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

5. 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 except reported by us in paragraph 8(a) of the report.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us and except comment given by us in point 8(a) to 8(b) below by us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in Terms of sub-section(ll)ofsectionl43oftheAct,wegivein the Annexure a statement on the matters Specified in paragraphs3and4ofthe Order.

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

a. The Company has maintained its account on a highly integrated computerized software system namely "SAP" but being international software, the books of accounts generated through the software system differ from the Indian traditional formats of the books of accounts. However, on the basis of viewing the data in the computerized form, we conducted our audit. We are of the view that the appropriate feeding of the primary data from the corresponding source documents, their processing on SAP and resultant trial balance generated by the system provide a reasonable basis for us in expressing our opinion on the standalone financial statements under reference to this report.

b. The company has not complied with the method prescribed in Schedule II of the Companies Act, 2013 and continues to charge depreciation as per the rate and method defined in Companies Act 1956. In absence of information, we are unable to quantify the short/excess amount of depreciation and impact of same on the Financial Statements.

For : A.P GARG & Co

Chartered Accountants

Place : Indore (F.R. 002143C)

Date: 30th May 2015 Anup Garg

Partner

(Membership No. 071283

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Mar 31, 2014

1. We have audited the accompanying financial statements of NEO CORP INTERNATIONAL LIMITED ("the Company"), which comprise the Balance-Sheet as at March 31st, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility forthe Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 of India ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Minister of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principal 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 mis statement, whether due to fraud or error.

Auditors''Responsibility

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

4. 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control .An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of thefinancial statement.

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

Opinion

6. In our opinion and to the best of our information and accordingto the explanations given to us, the accompanying 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 lndia.

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

(b)ln the case of the Statement of Profit it and Loss, ofthe profit forthe year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by the Central Government of India in terms of sub- section (4A) of Section 227 ofthe Act ("the Order"), and on the basis of such checks ofthe books and records ofthe Company as we considered appropriate and accordingto the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 ofthe Order.

8. As required by Section227(3) of the Act,were port that:

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

(b) The company has maintained its account on a highly integrated computerized software system namely "SAP" but being an international software, the books of accounts generated through the software system differ from the Indian traditional formats of the books of accounts. However, on the basis of viewing the data in the computerized form, we conducted our audit. We are ofthe view that the appropriate feeding of the primary data from the corresponding source documents, their processing on SAP and resultant trial balance generated by the system provide a reasonable basis for us in expressing our opinion on the financial statements under referencetothis report.

(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 ofaccount.

(d) In our opinion, the Balance-Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013dated 13th September 2013 ofthe Minister of Corporate Affairs in respect of Section 133 ofthe Companies Act, 2013

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

Name of Statute Nature of the Disputed Amount Period to Which Dues (inLacs) Amount relates

Central Excise Act 1944 CENVAT Credit on Inputs 1.86 1995-1996

Central Excise Act 1944 CENVAT Credit on Thread 0.22 1996-1997

Customs Act 1962 Customs Duty on Capital 18.11 1996-1997 Goods Imported Under EPCG Scheme

Central Excise Act 1944 Excise Duty 1.27 2000-2001

Central Excise Act 1944 Duty free input under 53.7 2006-2007 annexure 45

Income Tax Act, 1961 Income Tax 21.16 2001-2002

Custom Act, 1962 Custom Duty 3.20 1997-1998

MP Entry Tax Act Entry Tax on expansion 52.47 2008-09

MP VAT Act Credit of Input Rebate 4.55 2008-09

MP Entry Tax Act Entry Tax on Expansion 23.02 2009-10

MP VAT Act Classification of Goods 5.87 2009-10

Central Sales Tax Act Classification of Goods 7.39 2009-10

MP Entry Tax Act Entry tax on new unit 41.88 2009-10

MP VAT Act Classification of Goods 21.45 2010-11

Central Sales Tax Act Classification of Goods 12.60 2010-11



Name of Statute Forum where pending Remarks

Central Excise Act 1944 Asst Commissioner of Central Excise, Provided in the Pithampur Books

Central Excise Asst Commissioner of Central Excise, Provided in the Act 1944 Pithampur Books

Customs Act 1962 High Court of M.P. Bench Indore Provided in the Books

Central Excise Additional Commissioner of Central (Part of DBK case) Act 1962 Excises Customs (Appeal), Indore

Central Excise Customs, Excises Service Tax WP with H.C. Annex Act 1944 45 _case

lncome Tax Act, ITAT, Indore Provided in the 1961 Books

Custom Act, 1962 High Court of M.P. Bench, Indore Drawback on sacks with _Liner

MP Entry Tax Act MP Commercial Tax Appellate Board, - Bhopal_

MP VAT Act MP Commercial Tax Appellate Board, - Bhopal_

MP Entry Tax Act MP Commercial Tax Appellate Board, - Bhopal_

MP VAT Act MP Commercial Tax Appellate Board - Bhopal_

Central Sales MP Commercial Tax Appellate Board, - Tax Act Bhopal_

MP Entry Tax Act MP Commercial Tax Appellate Board, - Bhopal_

MP VAT Act High Court of M.P. Bench, Indore _

Central Sales Act High Court of M.P. Bench, Indore - Tax Act

10) The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and the preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of its dues to the financial institutions and banks.

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

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

14) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Companies (Auditor''s Report) Order, 2003 is not applicabletothe company.

15) According to the information and explanations given to us, the company has given guarantee for loans taken by its subsidiaries from bankorfinancial institutions, thetermsand conditions whereof, in our opinion, are not prima-facie pre judicial to the interest of the Company.

16) Based on the information and explanationsgiven to us by the management, the term loans availed by the Company during the year were applied for the purposes for which the loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Sec.301 of the Companies Act, 1956.

19)The company has not issue danyde bentures during the year.

20) The company has not raisedany money by wayofpublic issue during the year.

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

For:A.P.GARG&CO. Chartered Accountants Place: Indore (F.R. No. 002413C) Date: 30th May, 2014 Abdhesh Bansal Partner (Membership No. 079758)

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of NEO CORP INTERNATIONAL LIMITED ("the Company"), which comprise the Balance-Sheet as at March 31st, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information, which we have signed under referencetothis report.

Management''s Responsibility forthe Financial Statements

2. The Company''s Management is responsible forthe preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 of India ("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, whetherduetofraudorerror.

Auditors''Responsibility

3. 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 wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statement.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us for the possible effect of the matters described in the paragraphs 8 (b) & 8 (c) below, the accompanying 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 March 31st,2013;

(b) In the case of the Statement of Profit and Loss, of the profit fortheyear ended on thatdate;and

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

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 andSoftheOrder.

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

(a) Subject to our comments given below at sub-para (b) regarding non-maintenance of the books of account by the Company on SAP System, in the desired form, we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose ofouraudit;

(b) During the year under audit, the Company has implemented highly integrated computerized Software System namely ''SAP'' but due to jumbling and improper mapping in the software, the books of account, as commonly understood under general accounting procedures and practices, could not get generated through the system. However, in absence of such books of account, we conducted our oudit on the basis of various reports generated by the system and also verified the veracity of such reports with the primary records and evidences as well as third parties confirmations by observing principles of materiality and prudence. We consider that the reports generated by the system provide a reasonable basis for us in expressing our opinion on the financial statements under reference to this report

(c) Subject to our comments in sub-para (b) above, the Balance-Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in consonance with the reports generated by the computerized Software System namely''SAP- fd) 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 Act; (e) On the basis of written representations received from the directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

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

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

14. In our opinion, the company is not dealing or trading in shares,

securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Companies (Auditor''s Report) Order, 2003isnotapplicabletothecompany.

15. According to the information and explanations given to us, the company has given guarantee for loans taken by its subsidiaries from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us by the management, theterm loansavailed bythe Company duringthe year were applied for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Sec. 301 oftheCompaniesAct, 1956.

19. Thecompanyhasnotissuedanydebenturesduringtheyear.

20. The company has not raised any money by way of public issue duringtheyear.

21. According to the information and explanations given to us and on the basis of examination of records, no fraud by or on the Company has been noticed or reported duringthe year. For:A.P.GARG & Co.

Place: Indore Chartered Accountants

Date: 3rd May, 2013 F.R.NO.002413C

(AnupGarg)

Partner

M. No. 071283

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. NEO CORP INTERNATIONAL LIMITED as at 31st March 2012, and also the Profit and Loss Account and the 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared 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 presentation of the financial statements. 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(4A) ofthe Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 the 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 account as required by law have been kept by the Company so far as it appears from our examination of the books;

(c) The Balance Sheet, Profit and Loss Account 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, Profit & Loss account and the Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) ofthe Section 211 ofthe Companies Act, 1956;

(e) On the basis of the written representations received from all the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors of Company is disqualified as on 31st March, 2012 from being appointed as a director, in term of clause (g) of sub section (1) of section 274 ofthe Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet, of the state of affairs ofthe Company as on 31st March 2012;

(ii) In the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

Annexure referred to in paragraph 3 of Auditor's Report of even date on the accounts for the year ended on 31st March. 2012 of Neo Corp International Limited.

1) a. The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets.

b. We have been informed that the fixed assets of the company are physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c. There was a major fire accident in the factory premises of the unit named M/s. Techtextil (A 100% EOU Division of the Company) during year 2009-10 on 27th & 28th February, 2010. The total loss of assets has been valued to Rs. 5205.16 Lacs consist of two divisions of the Company. The said assets were covered by insurance policies with two Insurance Companies. The Company had received an interim claim amounting Rs. 1500.00 Lacs during Financial Year 2010-11 but the final approval/ settlement of the claim by the said Insurance Companies is still pending. Apart from this issue, the Company has not disposed off any substantial part of fixed assets during the year and in our opinion the going concern status of the Company is not affected.

d. The Capital Subsidy ofRs. 124.52 Lacs received during financial year 2010-11 on various assets which was carried in Capital Reserve because of assets purchased pertaining to subsidy was kept in CWP is being capitalised during the year and charged depreciation accordingly. Hence proportionate subsidy amount has been written back to Profit & Loss Accounts as per AS 12 "Government Grants" and AS 10 Fixed Assets.

2) a. As explained to us, inventories (except stocks in transit

and stock lying with third parties, confirmation for which has been obtained) have been physically verified by the management at reasonable intervals during the year.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of were not material and these have been properly dealt with in the books of account.

3) a. In our opinion and according to the information and

explanations given to us, the company has taken loans from two parties during the year covered in the register maintained under Sec 301 of the Companies Act and the outstanding year end balance of such parties wasRs. 2.89 lacs and the maximum outstanding balance during the year was Rs. 20.00 lacs.

b. The company has granted loan to one party covered u/s 301 of the CompaniesAct 1956 and the outstanding year end balance of such parties was Rs. 24.92 lacs and the maximum outstanding balance during the year was Rs. 24.92 lacs.

c. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

d. The principal amounts are repayable on demand and there is no repayment schedule.

e. In our opinion and according to the information and explanations given to us, there is no overdue amount of loan taken from Companies, Firms or other parties listed in the register maintained under Sec. 301 of the CompaniesAct, 1956.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regards to purchase of inventory, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weakness in such internal controls.

5) a. In our opinion and according to the information and

explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the CompaniesAct, 1956 that need to be entered into the register maintained under Section 301 of the Companies Act,1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value ofRs. Five Lacs have been entered into during the financial year, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposit during the year from the public within the meaning of the provision of Section 58Aand 58AAofthe Companies Act,1956 or any other relevant provisions of the Act and the rule made there under.

7) In our opinion, the Company's internal Audit System is commensurate with the size and nature of business.

8) a. According to the books and records as produced and

examined by us in accordance with the generally accepted auditing practice in India and also based on management representation, undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, VAT/Sales Tax, Wealth Tax, Customs duty, Excise duty, Service Tax, cess and other material statutory dues have generally been regularly deposited by the Company with appropriate authorities in India except delay in few cases. According to information and explanations given to us, there are no undisputed arrears of statutory dues which have remained outstanding as at 31st March 2012 for a period of more than six months from the date they became payable except Rs. 587.14 Lacs payable for the preceding two years and interest there on.

b. According to the information and explanation given to us, the statutory dues disputed on account of matters pending before appropriate authorities are reported as under:

Name of Nature of the Amt Period to which Statute Disputed Dues (Rs.in Lacs) Amt relates

Central Excise CENVAT Credit 1.86 1995-1996 Act 1944 on Inputs

Central Excise CENVAT Credit 0.22 1996-1997 Act 1944 on Thread CustomsAct Customs Duty on 18.11 1996-1997

1962 Capital Goods Imported Under EPCG Scheme

Central Excise Excise Duty 1.27 2000-2001

Act 1944

Central Excise Excise duty on 38.76 2002-2003 Act 1944 removal of goods

Central Excise Duty free input 53.77 2006-2007 Act 1944 under annexure 45

Income Tax Income Tax 21.16 2001-2002 Act, 1961

Custom Act, Custom Duty 3.20 1997-1998 1962

Forum where pending Remarks

Asst. Commissioner of Provided in Central Excise, Pithampur the Books

Asst. Commissioner of Provided in Central Excise, Pithampur the Books

High Court of M.P Bench Provided in Indore the Books

Additional Commissioner (Part of DBK of Central Excise & case) Customs (Appeal), Indore

Customs, Excise & (Inv. Case) Service Tax Appellete Tribunal, New Delhi

Customs, Excise & WP with Service Tax Appellete H.C. Annex

Tribunal, New Delhi 45 case

ITAT, Indore Provided in the Books

High Court of M. P. Bench, Drawback Indore on sacks with Liner

9) The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and the preceding financial year.

10) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of its dues to the financial institutions and banks.

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

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

13) In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

14) According to the information and explanations given to us, the company has given guarantee for loans taken by its subsidiaries from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

15) Based on the information and explanations given to us by the management, the term loans availed by the Company during the year were applied for the purposes for which the loans were obtained.

16) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

17) The company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Sec. 301 of the Companies Act, 1956.

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

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

20) According to the information and explanations given to us and on the basis of examination of records, no fraud by or on the Company has been noticed or reported during the year.

Place: Indore For, A. P. GARG&Co.

Date: 30th May, 2012 Chartered Accountants

F.R. No. 002143C

(Anup P. Garg) Partner M. No 071283

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. NEO CORP INTERNATIONAL LTD, as at 31st March 2011, and also the Profit and Loss Account and the 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared 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 presentation of the financial statements. We believe that our audit provides are as on able as is 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(A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 the above, were port that:

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

(b) In our opinion proper books of account as required by law have been kept by the Companies of parasite appears from our examination of the books;

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

(e) On the basis of the written representations received from all the Directors, as on 31- March, 2011 and taken on record by the Board of Directors, were port that none of the directors of Company is disqualified as on 31st March,2011 from being appointed as a director, in term of clause(g)of subsection(1)of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in lndia;

(i) ln the case of the Balance Sheet, of the state of affairs of the Company as on 31st March 2011;

(ii) ln the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of Auditor's Report of even date on the accounts for the year ended on 31- March. 2011 of Neo Corp International Limited.

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

b. we have been informed that the fixed assets of the company are physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c. There was a major fire accident in the factory premises of the unit named M/s. Tech textil (A 100% EOU Division of the Company) during last year on 27th & 28th February 2010. The total loss of assets has been valued to 5205.16 Lacs consist of two division of the Company. The said assets were covered by insurance policies with Insurance Companies. The claim is yet to be finalised, however interim payment of Rs 1500.00 lacs is being received. Apart from this issue, the Company has not disposed off any substantial part of fixed assets during the year and in our opinion the going concern status of the Company is not affected.

d. The company has received capital subsidy of Rs124.51, Lacs during the year under TUFF Scheme. According to the guidelines of AS-12 of lCAI the Company require either to deduct the said amount from the cost of assets capitalised or if it is credited to Capital Reserve than yearly treatment is required by credit the proportionate amount to profit &loss account. But same has not been made results in to under statement of Profit to that extend, but due to non availability of cist of said relevant assets we are unable to quantify the same.

2) a. As explained to us, inventories (except stocks in transit and stock lying with third parties, confirmation for which has been obtained) have been physically verified by the management at reasonable intervals during the year.

The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of were not material and these have been properly deaf in the books of account.

3) a. In our opinion and according to the information and explanations given to us, the company has taken loans from two parties during the year covered in the register maintained under Sec 301 of the Companies Act and the out standing year end balance of such parties was Rs1.78 Lacs and the maximum outstanding balance during the year was Rs18.41 Lacs.

b. The company has not granted any loan to the parties covered u/s 301 of the Companies Act 1956 hence clause (e) (f) 2(g) of the a fore said order does not apply.

c. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

d. The principal amounts are repayable on demand and there is no repayment schedule.

e. ln our opinion and according to the information and explanations given to us, there is no over due amount of loan taken from Companies, Firms other parties listed in the register mair Hained tinder Sec. 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regards to purchase of inventory, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weakness in such internal controls.

5) a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lacs have been entered into during the financial year, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposit during the year from the public with in the meaning of the provision of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rule made there under.

7) In our opinion, the Company's internal Audit System is commensurate with the size and nature of business.

8) According to information and explanation given to us, the cost records under section 209(1)(d) of the Companies Act 1956 are not required to be maintained by the company.

9) a. According to the books and records as produced and examined by us in accordance with the generally accepted auditing practice in India and also based on management representation, undisputed statutory dues in respect of Provident Fund Investor Education and Protection Fund, Employees State Insurance, Income Tax, VAT/Sales Tax Wealth Tax Customs duty, Excise duty, Service Tax, cess and other material statutory dues have generally been regularly deposited by the Company with appropriate authorities in India with some slight delay in few cases. According to information and explanations given to us, there are no undisputed arrears of statutory dues which have remained out standing as at 31st March 2011 for a period of more to six months from the date they became payable except Rs 251.53 Lacs Income Tax payable for the year 2009-10 and interest there on.

b. According to the information and explanation given to us, the statutory dues disputed on account of matters pending before appropriate authorities are reported as under:

Name of Nature of the Disputed Amt Period to which Statute Dues ( Rs in Lacs) Amt relates

Central Excise CENVAT Credit on 1.86 1995-1996 Act 1944 Inputs

Central Excise CENVAT Credit on 0.22 1996-1997 Act 1944 Thread

Customs Act Customs Duty on Capital 18.11 1996-1997 1962 Goods Imported Under EPCG Scheme

Central Excise Excise Duty 0.11 2000-2001 Act 1944

Central Excise Excise duty on removal 38.76 2002-2003 Act 1944 of goods

Central Excise Admissibility of service 0.11 2005-2006 Act 1944 tax credit

Central Excise Admissibility of service 4.86 2006-2007 Act 1944 tax credit

Central Excise Duty free input under 53.77 2006-2007 Act 1944 annexure 45

Income Tax Act, Income Tax 21.16 2001-2002 1961

Custom Act, Custom Duty 3.20 1997-1998 1962



Name of Statute Forum where pending Remarks

Central Excise Asst. Commissioner of Central Provided in Act 1944 Excise, Pithampur the Books

Central Excise Asst. Commissioner of Central Provided in Act 1944 Excise, Pithampur the Books

Customs Act 1962 High Court of MP. Bench Indore Provided in the Books

Central Excise Additional Commissioner of Central - Act 1944 Excises Customs (Appeal), Indore

Central Excise Customs, Excises Service Tax - Act 1944 Appellete Tribunal, New Delhi

Central Excise Customs, Excises Service Tax Act 1944 Appellete Tribunal, New Delhi _

Central Excise Customs, Excises Service Tax Act 1944 Appellete Tribunal, New Delhi -

Central Excise Customs, Excises Service Tax - Act 1944 Appellete Tribunal, New Delhi

Income Tax Act 1961 ITAT, Indore Provided in the Books

Costom Act, 1962 High Court of M. P. Bench, Indore -

10) The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and the preceding financial year.

11) In our opinion and according to the information and explanations given to us the company has not defaulted in the repayment of its dues to the financial institutions and banks.

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

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

14) In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

15) According to the information and explanations given to us, the company has given guarantee for loans taken by its subsidiaries from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

16) Based on the information and explanations given to us by the management, the term loans availed by the Company during the year were applied for the purposes for which the loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to any parties or companies covered in the register maintainedunderSec.301oftheCompaniesAct,1956.

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

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

21) According to the information and explanations given to us and on the basis of examination of records, no fraud by or on the Company has been noticed or reported during the year.

Place: Indore For A. P. GARG & Co.

Date:02nd September,2011 Chartered Accountants

FRNO.002143C

(Anup Garg) Partner M. No 071283

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. NEO CORP INTERNATIONAL LTD, as at 31st March 2010, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Sub-section (4A) of Section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Furtherto our comments in the Annexure referred to in paragraph 3 the 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 ouraudit;

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

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

(d) In ouropinion the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of the Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from all the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors of Company is disqualified as on 31st March, 2010 from being appointed as a director, in term 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 explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

(i) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March 2010;

(ii) In the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of Auditors Report of even date on the accounts for the year ended on 31" March. 2010 of Neo Corp International Limited.

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

b. These fixed assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

c. It is reported that there was major fire accident in the factory premises of the newly established unit named M/s Techtextil (A 100% EOU Division of the Company) on 27th & 28th February, 2010 in which super structure of factory Building and plant and machinery is destroyed along with raw material, WIP, finished goods and other movable assets. The total loss of assets has been valued to 5205.16 Lacs consist of both the division of the company. This amount to substantial part of fixed assets of the said division but being same is covered by insurance policy taken from M/s. United India Insurance Company Ltd. and M/s.The Oriental Insurance Company Ltd.. The claim is under process of finalisation with them and interim payment of 750.00 lacs is being received.

According to the information and explanations given to us, the company management has already taken stapes of revamping of the unit, therefore it will not affect the going concern assumption forthe Company.

2) a. The inventories (except stocks in transit and stock lying with third parties, confirmation for which has been obtained) have been physically verified by the management at reasonable intervals during the year.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of were not material and these have been properly dealt with in the books of account.

3) a. In our opinion and according to the information and explanations given to us, the company has taken loans from two parties during the year covered in the register maintained under Sec 301 of the Companies Act and the outstanding year end balance of such parties was 0.92 lacs and the maximum outstanding balance during the year was 33.92 lacs.

b. The company has not granted any loan to the parties covered u/s 301 of the Companies Act 1956 hence clause (e) (f) 2(g) of the aforesaid order does not apply.

c. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loan are not prima-facie prejudicial to the interest of the company.

d. The company is regular in repaying the principal amount as stipulated.

e. In our opinion and according to the information and explanations given to us, there is no overdue amount of loan taken from Companies, Firms or other parties listed in the register maintained under Sec. 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regards to purchase of inventory and fixed assets and with regards to sale of goods and services. During the course of our audit, no majorweakness has been noticed in the internal control in respect of these areas.

5) a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 of the Companies Act,1956 have been so entered. b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lacs have been entered into during the financial year, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposit during the year from the public within the meaning of the provision of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rule made there under.

7) The Company has an Internal Audit System which in our opinion is commensurate with the size and nature of the business.

8) The cost records under section 209(1 )(d) of the Companies Act 1956 are not required to be maintained by the company.

9) a. According to the information and explanation given to us and on the basis of our examination of books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs duty, Excise duty, cess and other statutory dues with appropriate authorities with some slight delay in few cases. According to information and explanations given to us, there are no undisputed arrears of statutory dues which have remained outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us, the statutory dues disputed on account of matters pending before appropriate authorities are reported as under:

Name of Statute Nature of the Amt Period to Disputed Dues (in Lacs) which Amt relates

Central Excise CENVAT Credit on 1.86 1995-1996 Act 1944 Inputs

Central Excise CENVAT Credit on 0.22 1996-1997 Act 1944 Thread

Customs Act Customs Duty on 18.11 1996-1997 1962 Capital Goods Imported Under EPCG Scheme

Central Excise Excise Duty 1.27 2000-2001 Act 1944

Central Excise Excise duty on removal 38.76 2002-2003 Act 1944 of goods

Central Excise Admissibility of service 0.11 2005-2006 Act 1944 tax credit

Central Excise Admissibility of service 4.86 2006-2007 Act 1944 tax credit

Central Excise Duty free input under 53.77 2006-2007 Act 1944 annexure 45

Income Tax Act, Income Tax 21.16 2001-2002 1961

Income Tax Act, Income Tax 6.64 2003-2004 1961

Income Tax Act, Income Tax 2.87 2005-2006 1961

Name of Statue Forum where pending Remarks

Central Excise Act 1944 Asst. Commissioner of Provided in the Books Central excise, Pithampur

Central Excise Act 1944 Asst. Commissioner of Provided in the Books Central excise, Pithampur

Customs Act 1962 High Court of M.P. Provided in the Books Bench Indore

Central Excise Act 1944 Additional Commissioner -- of Central Excise & Customs (Appeal), Indore

Central Excise Act 1944 Customs, Excise & -- Service Tax Appellete Tribunal, New Delhi

Central Excise Act 1944 Customs, Excise & -- Service Tax Appellete Tribunal New Delhi

Central Excise Act 1944 Customs, Excise & -- Service Tax Appellete Tribunal New Delhi

Central Excise Act 1944 Customs, Excise & -- Service Tax Appellete Tribunal New Delhi

Income Tax Act, 1961 ITAT, Indore Provided in the Books

Income Tax Act, 1961 ITAT, Indore Provided in the Books

Income Tax Act, 1961 CIT (A), Indore Provided in the Books

10) The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and the preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of its dues to the financial institutions and banks.

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

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

14) In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

15) In our opinion and according to the information and explanations given to us, where the company has not given guarantee for loans taken by its subsidiaries from bank or financial institutions.

16) Based on the information and explanations given to us by the management, the term loans availed by the company during the year were applied for the purposes for which the loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18) The company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Sec. 301 of the Companies Act, 1956.

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

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

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

Place: Indore For, A. P. GARG & Co.

Date: 15th October, 2010 Chartered Accountants

(Anup Garg) Partner M. No. 071283