Auditor Report of Newtrac Foods & Beverages Ltd.

Mar 31, 2024

We have audited the accompanying Financial Statements of M/s. MARKOBENZ VENTURES LIMITED
("The Company"), which comprise the Balance Sheet as at 31st March 2024, and the Statement of
Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid 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, 2024, and profit including
comprehensive loss, the statement of changes in equity and its cash flows for the year ended on
that date.

Basis for opinion:

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matters:

We draw attention to:

• Note 2.20 (11) of the financial statements, which states that the Company has made
provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed by
ICAI. "Employee Benefit. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and

we do not provide a separate opinion on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our report.

Sr No	Key Audit Matters	Auditor''s Response
1	Trade Receivables The Company has trade receivable of Rs 8.69 crores as on 31.03.2024. The company has practice to send letters to its customer as on 31.03.2024 for balance confirmation.	We have obtained balance confirmation letters from customers, for verifying the authenticity of the balances within trade receivables as of March 31, 2024. The process of obtaining these balance confirmation letters involved diligent communication and cooperation with clients. Each confirmation letter received contains explicit confirmation of the outstanding balances owed to us as of the specified date. Furthermore, any discrepancies or discrepancies noted between the customer''s records and ours have been meticulously addressed and resolved to ensure alignment and accuracy. By proactively seeking these balance confirmations, we demonstrate our commitment to maintaining transparency and accountability in our financial management practices. The verification of trade receivables is a fundamental aspect of our internal controls, contributing to the overall reliability and credibility of our financial statements.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Management and Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the annual report but
does not include the financial statements and our auditor''s report thereon. The Company''s annual
report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information; we are required to report that fact. We have nothing to report in this
regard.

Responsibility of Management for the Financial Statements:

The Company''s Board of directors are responsible for the matters in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these Financial Statements that
gives a true and fair view of the financial position, financial performance, (changes in equity) in
accordance with the accounting principles generally accepted in India, including in accordance with
the Accounting Standards referred in Section 133 of the act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the act for
safeguarding of the assets of the company and for preventing & detecting frauds and other
irregularities; selection and application of accounting policies; making judgment and estimates that
are reasonable & prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy & completeness of the
accounting records, relevant to the preparation & presentation of the financial statement that give
a true & fair view and are free from material misstatements, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. Those Board of
Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Financial Statements:

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

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

•Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the

company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of
Directors in terms of the requirements specified under Regulation 33 of the Listing
Regulations

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

• Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

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

a) We have sought and obtained all the information and explanation, 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 those books.

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.

e) On the basis of the written representations received from the directors as on 31^st March, 2023
taken on record by the Board of Directors, none of the directors is disqualified as on 31st
March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure B".

B) With respect to the other matters to be included in the Auditor''s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:

1) The Company does not have any pending litigations which would impact its financial
position.

2) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

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

4) (a) The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person or entity,
including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
received by the Company from any person or entity, including foreign entity ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.

5) The Company has not declared or paid any dividend during the reporting period.
Therefore, provision of section 123 of the Company''s Act not applicable

6) Based on the management representation and the audit procedures, the proviso to
Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account
using accounting software which has a feature of recording audit trail (edit log) facility
were followed by the Company throughout the year.

C) With respect to the matter to be included in the Auditor''s Report under Section 197(16) of
the Act:

In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in accordance
with the provisions of Section 197 of the Act. The remuneration paid to any director is not in
excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs
has not prescribed other details under Section 197(16) of the Act which are required to be
commented upon by u.

For S. Ramanand Aiyar & Co.

Chartered Accountants

(FRN:000990N)

Sd/-

Binod C. Maharana

Partner

M No.:056373

UDIN: 24056373BJZZGU7971

Place: Mumbai

Date: 10/04/2024

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''The Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material mis-statement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 Entity''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 presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

(iii) 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

As required by the Companies (Auditor''s Report) Order, 2003 (''The Order") (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

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

b) Since the company does not have any branches, the report on the accounts of the branch offices audited by the other auditor under section 228(3)(c) of the Companies Act, 1956 is not applicable.

c) The Balance Sheet, Statement of Profit & 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, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of Companies Act. 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of the written representations received from the Directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the Directors are 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 Companies Act, 1956;

ANNEXURE REFERRED IN AUDITOR''S REPORT TO THE MEMBERS OF EVERGREEN TEXTILES LIMITED IN PARAGRAPH 1 IN THE REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS FOR THE YEAR ENDED 31ST MARCH 2014.

I. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, all the fixed assets have been physically verified by the management during the year. 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) In our Opinion, the Company has not disposed a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. As informed, the Company does not have any inventory and hence, clause 4(ii) (a) (b) & (c) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable.

3. a) The Company has not given any loans during the year to the Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, hence clause 4(iii)(a) to (c ) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

b) The Company has not taken any loans during the year from the Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, hence clause 4(iii)(e) to (g) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, and fixed assets and for the sale of goods & services, if any. During the course of our audit, we have not observed any major weaknesses in the internal control systems of the company.

5. a) According to the information and explanations given to us, and based on the audit procedures applied by us, we have not found any transactions that needed to be entered in the register maintained Under Section 301 of the Companies Act, 1956.

b) There are no transactions made for purchase or sale of goods and services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public within the meaning of Section 58A and 58AA of the Companies Act, 1956, hence clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

7. While the Company has no formal internal audit system during the year under review the Directors of the company have always kept adequate vigilance over the day to day transactions of the company and over the proper maintenance of the basic records and Books of Accounts of the company.

8. According to the information and explanations given to us, The Central Government has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act for any of the products of the company.

9. a) According to the information and explanations given to us and according to the records examined by us, in our opinion the Company is regular in depositing all its undisputed statutory dues relating to Provident fund, Investor Education & Protection fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty, and Other material Statutory dues as applicable with appropriate authorities except Excise duty of Rs.5,35,24,282

b) The details of disputed dues of Sales Tax, Service Tax, Income Tax, Wealth Tax, custom Duty, Excise duty and Cess, which have not been deposited, are as under :

Name of the Statute Forum where As at As at dispute is 31.03.14 31.03.13 pending (Rs in Lacs) (Rs in Lacs) 1 Central Excise Appellate Tribunal 428.26 428.26

2 Sales Tax Sales Tax Tribunal 18.45 18.45

10. The Company''s accumulated losses at the end of the financial year 31.03.2014, are more than fifty percent of its net worth. The company has incurred cash losses in the current year and has also incurred cash losses in the immediately preceeding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, since the Company has no borrowings from financial institutions / banks I or debenture holders, hence clause 4(xi) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities: hence clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

13. In our opinion and according to the explanation available the Company is not a chit fund/ nidhi/ mutual benefit fund / society, hence clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable.

14. In our opinion the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further such securities have been held by the Company in its own name or in the process of transfer in its name.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, during the year. Hence clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

16. The Company has not obtained any term loans during the year, hence clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

17. According to the information and explanations given to us and on an overall examination of the Financial Statement of the company, there are no funds raised on short term basis which have been used for long term Investment, hence clause 4(xvii) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year, hence clause 4(xviii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable.

19. The company has not issued any debentures during the year, and does not have any debentures outstanding as at the year end, hence clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

20. The company has not raised any money by public issues during the year, hence clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

21. During the course of our examinations of the books and records of the company, carried out in accordance with generally accepted auditing practices in India; and according to the information and explanations given to us by the management, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of any such case by the management.

For S.K.BHAGERIA & ASSOCIATES Chartered Accountants (Firm Registration No: 112882W)

(S.K.BHAGERIA) PARTNER Membership No 41404

PLACE: MUMBAI

DATE: 30.05.2014

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Mar 31, 2012

1) We have audited the attached Balance Sheet of EVERGREEN TEXTILES LIMITED ("The Company") as at 31 st March, 2012 and also the Profit & Loss Account and Cash flow statement of the company for the year ended on that date annexed thereto (together referred to as financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement; An audit includes examining on a test basis, evidence supporting the amounts and disclosures In the financial statements. An audit also Includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We. believe that our audit provides a reasonable basis for our opinion. '

3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together to the order), Issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956 of India (the 'Act") 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 explanation given to us, we give in the annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to the above

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of oc* 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 such books of the company.

c) The Balance Sheet, Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Accountof the company.

d) In our opinion, the Balance Sheet and the Profit & Loss Account comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of CompaniesAct, 1956.

e) On the basis of the written representations received from

the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the CompaniesAct, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with significant accounting policies & notes thereon, give the Information required by the Companies Act, 1956 in the manner so required and present a true and fair view In conformity with the accounting principles generally accepted In India :-

(1) tn the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2012.

(il) In the case of statement of the Profit and Loss Account, of the Loss forthe year ended on that date; and

(iii) In the case of Cash flow Statement, of the Cash flowfor the year ended on that date.



ANNEXURE REFERRED IN PARAGRAPH 3 OF AUDITOR'S REPORT TO THE MEMBERS OF EVERGREEN TEXTILES LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 1012.

1. a) The Company has maintained proper records showing full particulars including quamitaive details and situation of Fixed AueU.

b) All the fixed asset* have teen physically verified by the management during Ihc year. In our opinion the frequency of verification is reasonable having regard to Ihe tile of the company and the nature of its assets. No material diicrepancies were noticed on such verification,

c) Since there is no disposal of Fixed Assets during the year, para 4 (i) ( c) of the Companies (Auditor's Report) order, 2003 (the order) it not applicable.

2. Since there are no Inventories, para A (it) (a),
3 a) According to the information and explanations given to us the company has not granted any secured or unsecured loans to Companies, Firms or other panics covered in the register maintained under section 301 of the Companies Act, 1956, accordingly para 4 (iii) (a) to ( c) of the order is not applicable.

bi) The company has taken unsecured loan from one Company, listed in the register maintained under section 301 of the Companies Act, 1956, wherein the balance payable as at the year end is Rs. 21,50,0007- (Maximum balance outstanding during the year is Rs. 21,30.000/-),

bii) The loan taken is interest free, the same in our opinion is not prima facie, prejudicial to the interest of the company.

biii) The Loan is Repayable on demand & there is no outstanding in respect thereof In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the siie of the Company and the nature of its business with regard to the purchase of inventory, and fixed assets and for the sale of goods & services, if any. During the course of our audit, we have not observed any major weaknesses in the internal control systems of the company..

J. a) According to the information and explanations given to us, and based on the audit procedures applied by us, the transactions that needed to be entered in the register maintained Under Section 301 or the Act have been so entered.

There are no transactions made for purchase or sale of goods and services exceeding the value of five lakh rupees in respect of any party listed in the register maintained under section 301 of the Act.

6 The company has not accepted any deposits from the Public Within the meaning of Section 5SA and SSAA of the Act and the rules framed there under.

While the Company has no formal internal audit system during the year

under review, the Directors of the company have always kept adequate vigilance over the day to day transactions of the company and over the proper maintainanec of the basic records and Books of Accounts of the Company.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cast records under section 209 (1) (d) of the Act for any of the products of the company.

9. a) According to the information and explanations given to us and according to the records examined by us, in our opinion the Company is regular in depositing all its undisputed statutory dues relating to Providend fund, Investor Education & Protection fund. Employees Stale Insurance. Income Tax. Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty, and Other material Statutory dues as applicable,with appropriate authorities except Excise duty of Rs.5,35,24,282/-

b) The details of disputed dues of Sales Tax, Service Tax, Income Tax, Wealth Tax. custom Duty, Excise duty and Cess, which have not been deposited, are as under :

As at As at Forum where. 31.03.12 31.03.11 dispute is (Rs in Lacs) (Rs in Lacs)

1 Central Excise Appellate Tribunal 428.26 428.26

2 Sales Tax Sales Tax Tribunal 18.25 18.25



10. The accumulated losses of the Company at the end of the financial year 31.03.2012, are more than fifty percent of its net worth, at the end of the financial year. The company has incurred cash losses during the financial year and also in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, since the Company has no bosrowings from Financial institutions / Banks / Debenture Holders para 4 (xi) of the Order is not applicable to the Company.

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

13. The. provisions of any Special Statue applicable to chit fund / nidlii / mutual benefit fund / societies, are are not applicable to the company.

14. In our opinion the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further such securities have been held by the Company in its own name or in the process of transfer in its name.

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

16. The Company has not obtained any term loans during the year.

17> According to the information and explanations given to us and on an overall examination of the Financial Statement of the company, there are no funds raised on short term basis which have been used for long term Investment.

18. The company hat not made any preferential allotment of shares to parties and companies covered in Ihe register maintained under section 301 of the Act during the year.

19. The company has not issued any debentures during the year; and does not have any debentures outstanding as at the year end.

20. The company has not raised any monej' by public issues during the year.

During the course of our examinations of the books and records of the company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us by the management, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of any such case by the management.



For S.K.BHAGERIA & ASSOCIATES

Chartered Accountants

(Firm Registration No : 112882W)

(S.K.BHAGERIA)

PLACE: MUMBAI PARTNER

DATE : 24/0871012 Membership No 41404

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of EVERGREEN TEXTILES LIMITED as at 31st March, 2011 and also the Profit & Loss Account and Cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors 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 Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to the above

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 such books of the company.

c) The Balance Sheet, Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Account of the company.

d) In our opinion, the Balance Sheet and the Profit & Loss Account comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of Companies Act, 1956.

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011.

(ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date. (iii) In the case of Cash flow Statement, of the Cash flow for the year ended on that date.

ANNEXURE REFERRED IN PARAGRAPH 3 OF AUDITOR'S REPORT TO THE MEMBERS OF EVERGREEN TEXTILES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011.

i) a) The Company has maintained proper records showing full particulars including quantitaive details and situation of Fixed Assets.

b) All the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) Since there is no disposal of Fixed Assets during the year, para 4 (i) ( c) of the Companies (Auditor's Report) order, 2003 (the order) is not applicable.

ii) Since there are no Inventories, para 4 (ii) (a), (b) & (c) of the Order is not applicable.

iii) a) According to the information and explanations given to us the company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, accordingly para 4 (iii) (a) to ( c) of the order is not applicable.

b)i The company has taken unsecured loan from one Company, listed in the register maintained under section 301 of the Companies Act, 1956, wherein the balance payable as at the year end is Rs. 11,53,500/- (Maximum balance outstanding during the year is Rs. 17,68,500/-).

ii The loan taken is interest free, the same in our opinion is not prima facie, prejudicial to the interest of the company.

iii No Terms and Conditions have been stipulated for repayment of the loan hence we are unable to express our opinion on the same.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, and fixed assets and for the sale of goods & services, if any. During the course of our audit, we have not observed any major weaknesses in the internal control systems of the company..

v) a) According to the information and explanations given to us, we are of the opinion that the transactions 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, Since the company has not entered into any transactions of contracts or arrangements exceeding Rs five lakh in respect of any party during the financial year that needs to be entered in the register maintained under section 301 of the Companies Act, 1956, Para 4 of (v)(b) of the order is not applicable.

vi) The company has not accepted any deposits from the Public and consequently, the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 are not attracted.

vii) While the Company has no formal internal audit system during the year under review. the Directors of the company have always kept adequate vigilance over the day to day transactions of the company and over the proper maintainance of the basic records and Books of Accounts of the company.

viii) We are informed that the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the company.

ix) a) According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Providend fund, Investor Education & Protection fund, Employees state Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty, Cess and Other Statutory dues applicable to it. further to this there are no undisputed dues payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty, and Cess were in arrears, as at 31st March, 2011 for more than six months from the date they become payable except Excise duty of Rs.5,35,24,282/-

b) The details of disputed dues of Sales Tax, Service Tax, Income Tax, Wealth Tax, custom Duty, Excise duty and Cess, which have not been deposited, are as under :

As at As at 31.03.11 31.03.10 Name of the Statute Forum where dispute is pending (Rs in Lacs) (Rs in Lacs)

1 Central Excise Appellate Tribunal 428.26 428.26

2 Sales Tax Sales Tax Tribunal 18.25 18.25

x) The accumulated losses of the Company at the end of the financial year 31.03.2011. are more than fifty percent of its net worth, the company has incurred cash losses during the financial year and also in the immediately preceeding financial year.

xi) According to the information and explanations given to us, there are no dues of Financial institutions / Banks / Debenture Holders at the year end, hence provisions of clause 4 (xi) of the Order is not applicable to the Company.

xii) Based on our examinations of the records & of the information and explanations given to us, the Company has not granted any loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, the provisions of clause 4 (xv) of the Order does not apply to the company.

xvi) According to the information and explanations given to us, the Company has not taken any term loans during the year, hence the provisions of clause 4 (xvi) of the Order is not applicable to the Company.

xvii) According to the information and explanations given to us and on a overall examination of balance sheet of the company, Since the company has not raised any short term fund or long term fund, para 4 (xvii) of the Order is not applicable to the Company.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year. Hence para 4 (xviii) of the Order is not applicable to the Company.

xix) According to the information and explanations given to us the company has not issued any debentures during the year, hence para 4 (xix) of the Order is not applicable to the Company.

xx) According to the information and explanations given to us the company has not raised any money by way of public issues during the year, hence para 4 (xx) of the Order is not applicable to the Company.

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

For S.K. BHAGERIA & ASSOCIATES Chartered Accountants (Registration No : 112882W)

sd/- (S.K.BHAGERIA) PARTNER Membership No 41404

PLACE : MUMBAI DATE : 22nd August, 2011.

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of EVERGREEN TEXTILES LIMITED as at 31st March, 2010 and also the Profit & Loss Account and Cash flow statement of the company for the year ended on that date annexed thereto. 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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto 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 above, we report that:

(a) Note No. 6 (a) & (b): Relating to certain records of the company taken by the Central Excise Authorities and their reconstruction thereupon.

(b) Note No. 7 : Relating to accounting of Cash Compensatory Support (CCS) of Rs. 3.15 Lacs for the year ended 31/03/1992 with interest @ 6% p.a. as mentioned in the note, to be accounted as and when received.

5) Subject to the above

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 such books of the company.

c) The Balance Sheet, Profit & Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Account of the company.

d) In our opinion, the Balance Sheet and the Profit & Loss Account comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of Companies Act, 1956.

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, subject to what is stated in para 4(b) (without taking into account para 4 (a) as the extent of loss, at present in respect of which is unascertainable / not ascertained), aggregate effect of which has resulted in the loss for the year being higher by Rs. 3.15 Lacs and accumulated losses carried in the balance sheet would be of Rs 1547.81 Lacs as against the reported accumulated losses of Rs. 1550.96 Lacs and subject to what is stated in paragraph 1,2,3 & 4 above. The Balance sheet, Profit & Loss Account and Cash Flow Statement give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

(iii) In the case of Cash flow Statement, of the Cash flow for the year ended on that date.

ANNEXURE REFERRED IN PARAGRAPH 3 OF AUDITORS REPORT TO THE MEMBERS OF EVERGREEN TEXTILES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010.

i) a) The Company has maintained proper records showing full particulars including quantitaive details and situation of Fixed Assets.

b) All the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and properly dealt within the books of accounts.

c) Since there is no disposal of Fixed Assets during the year, para 4 (i) ( c) of the Companies (Auditors Report) order, 2003 (the order) is not applicable.

ii) Since there are no Inventories, para 4 (ii) (a), (b) & (c) of the Order is not applicable.

iii) a) According to the information and explanations given to us the company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, accordingly para 4 (iii) (a) to ( c) of the order is not applicable.

b) The company has taken unsecured loan from one Company, listed in the register maintained under section 301 of the Companies Act. 1956, wherein the balance payable as at the year end is Rs. 11,29,728/- (Maximum balance outstanding during the year is Rs. 11,29,728/-). Though the loan taken is interest free, the same in our opinion is not prima fade, prejudicial to the interest of the company however no Terms and Conditions have been stipulated for repayment of the loan hence we are unable to express our opinion on the same.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, and fixed assets and for the sale of goods & services, if any. During the course of our audit, we have not observed any major weaknesses in the internal control systems of the company.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions 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, Since the company has not entered into any transactions of contracts or arrangements exceeding Rs five lakh in respect of any party during the financial year that needs to be entered in the register maintained under section 301 of the Companies Act, 1956, Para 4 of (v)(b) of the order is not applicable.

vi) The company has not accepted any deposits from the Public and consequently, the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 are not attracted.

vii) While the Company has no formal internal audit system during the year under review, the Directors of the company have always kept adequate vigilance over the day to day transactions of the company and over the proper maintainance of the basic records and Books of Accounts of the company.

viii) We are informed that the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the company.

ix) a) According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Providend fund, Investor Education & Protection fund, Employees state Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty, Cess and Other Statutory dues applicable to it further to this there are no undisputed dues payable in respect of Income Tax, Wealth Tax, Sales Tax. Service Tax. Custom duty. Excise duty, and Cess were in arrears, as at

31st March, 2010 for more than six months from the date they become payable except Excise duty of Rs.5.35,24.282/-

b) The details of disputed dues of Sales Tax, Service Tax, Income Tax, Wealth Tax, custom Duty. Excise duty and Cess, which have not been deposited, are as under:

As at As at Name of the Forum where 31.03.10 31.03.09 Statute dispute is pending (Rs in Lacs) (Rs in Lacs)

1 Central Excise Appellate Tribunal 428.26 428.26

2 Sales Tax Sales Tax Tribunal 18.25 18.25

x) The accumulated losses of the Company at the end of the financial year 31.03.2010. are more than fifty percent of its net worth, the company has incurred cash losses during the financial year and also in the immediately proceeding financial year.

xi) According to the information and explanations given to us, there are no dues of Financial institutions / Banks / Debenture Holders at the year end, hence provisions of clause 4 (xi) of the Order is not applicable to the Company.

xii) Based on our examinations of the records & of the information and explanations given to us, the Company has not granted any loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, the provisions of clause 4 (xv) of the Order does not apply to the company.

xvi) According to the information and explanations given to us, the Company has not taken any term loans during the year, hence the provisions of clause 4 (xvi) of the Order is not applicable to the Company.

xvii) According to the information and explanations given to us and on a overall examination of balance sheet of the company, Since the company has not raised any short term fund or long term fund, para 4 (xvii) of the Order is not applicable to the Company.

xviii) According to the information and explanations given to us, tfw company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act. 1956, during the year. Hence para 4 (xviii) of the Order is not applicable to the Company.

xix) According to the information and explanations given to us the company. has not issued any debentures during the year, hence para 4 (xix) of the Order is not applicable to the Company.

xx) According to the information and explanations given to us the company has not raised any money by way of public issues during the year. hence para 4 (xx) of the Order is not applicable to the Company..

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



For S.K.BHAGERIA & ASSOCIATES

Chartered Accountants

(Registration No: 112882W)

PLACE :MUMBAI (S.K. BHAGERIA) DATE : 20TH AUGUST, 2010. PARTNER Membership No 41404