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Auditor Report of Rajesh Exports Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

To,

The Members,

M/S. RAJESH EXPORTS LIMITED, Bangalore
Report on audit of financial statements
Opinion

We have audited the accompanying standalone financial statements of Rajesh Exports Limited (“the company”), which
comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (Including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary
of the significant accounting policies and other explanatory information. (herein after referred to as “Standalone Financial
Statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards and other accounting principles generally
accepted in India, of the state of affairs of the company as at 31st March 2023 and its profit, total comprehensive income,
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 Act.
Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Standalone 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 standalone financial statements under the provisions of the Act 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.
Key Audit Matters

Key audit matters are those matters that professional judgement, where of most significant in our audit of the standalone
financial statement of the current period. These matters where addressed in the context of our audit of standalone
financial statement as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility Report,
Corporate Governance and Shareholders Information but does not include the standalone financial statements and our
auditors’ report thereon. The Boards’ Report is expected to be made available to us after the date of this auditor’ 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 standalone financial statements, our responsibility is to read the other information
identified above when it is made available 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.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, including other comprehensive income, changes in equity and cash flows of the company in accordance
with the Indian accounting standards and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of 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.

In preparing the standalone financial statements, the 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 the management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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
Standards on Auditing 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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 financial control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls with reference to standalone financial
statements 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 the management.

• 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 standalone 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 standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, 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.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure — I’ a statement on the matters
specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and 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.

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes

in equity and the statement of Cash Flows dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133
of the Act.

(e) On the basis of the written representations received from the directors as on 31st 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 — II’.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
the section 197(16) of the act as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the company to its directors during the year is in accordance with the provision of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors 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 explanation given to us.

i. The Company has disclosed the pending litigations on its standalone financial statements in note 26(11) of
the standalone financial statements.

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

iii. There has been no delay in transferring amount, required to be transferred to the investor’s education and
protection fund by the company.

iv. (a) the Management has represented that, to the best of their knowledge and belief, other than as disclosed

in the standalone financial statement, no funds 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 persons or entities, 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 their knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities (“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; and

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

v. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year is

in accordance with section 123 of the Act., as applicable.

(b) The company has not declared any Interim Dividend during the year.

(c) The Board of Directors of the Company has proposed final dividend of 100% per equity share for the year
which is subject to the approval of members of ensuing Annual General Meeting. The amount of dividend
proposed is in accordance with Section 123 of the act, as applicable

vi. 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 is applicable to the company with effect
from April, 1 2023, and accordingly, reporting under Rule 11(g) of the companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended 31 March 2023.

For B S D & CO

Chartered Accountants
Firm Regn. No. 000312S

Sd/-

Place : Bengaluru (P L VENKATADRI)

Date : May 30, 2023 Partner

M.No. 209054

UDIN : 23209054BGTVUS3509


Mar 31, 2022

Report on audit of financial statements Opinion

We have audited accompanying standalone financial statements of Rajesh Exports Limited (“the Company”), which comprise the balance sheet as at March 31, 2022, and the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year ended on that date, and summary of significant accounting policies and other explanatory information (herein after referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act 2013, as amended (“Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit, total comprehensive income, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the standards on auditing specified under section 143 (10) of the Act. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of Standalone 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 Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s 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 Ind AS standalone financial statements.

Key audit matters

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

Other Information

The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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.

In preparing the standalone 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.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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 controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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.

• 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 standalone 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.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS 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 March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note no 26(4)

ii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

iii. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

For P V RAMANA REDDY & CO

Chartered Accountants Firm Regn. No. 007156S Sd/-

Place : Bengaluru (PVRAMANAREDDY)

Date : May 30, 2022 Proprietor

M.No. 204588

UDIN : 22204588ALCUDS7588


Mar 31, 2021

The Members,

M/S. RAJESH EXPORTS LIMITED, Bangalore Report on audit of financial statements Opinion

We have audited accompanying standalone financial statements of Rajesh Exports Limited (“the Company”), which comprise the balance sheet as at March 31, 2021, and the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year ended on that date, and summary of significant accounting policies and other explanatory information (herein after referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act 2013, as amended (“Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its profit, total comprehensive income, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the standards on auditing specified under section 143 (10) of the Act. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of Standalone 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 Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s 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 Ind AS standalone financial statements.

Emphasis of Matter

We draw your attention to Note 26(18) to the accompanying Ind AS financial statements, which describes the management’s assessment of the impact of the uncertainties related to outbreak of COVID-19 on the business operations of the Company. 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 standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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 Matter

1

In view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard) effective April 1, 2018, the company has changed its revenue recognition policy with regards to timing of recognition based on the satisfaction of the identified performance obligations and related disclosures.

Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before meeting the requirement of revenue recognition under Ind AS 115. Accordingly, due to significant risk associated with revenue recognition, it was determined to be a key audit matter in our audit of the Ind AS financial statement.

Refer to Note 1(v) to the Standalone Financial Statements

Auditor’s Response

Principal Audit Procedures

We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard.

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

• Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.

• Selected a sample of continuing and new contracts and performed the following procedures:

- Read, analyzed and identified the distinct performance obligations in these contracts.

- Compared these performance obligations with that identified and recorded by the Company.

- Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.

• Performed sample tests of individual sales transaction and traced to sales invoices and other related documents. Further, in respect of the samples tested assessed that the revenue has been recognized as per the tariff agreed to the customers or latest correspondence with customer.

• Selected sample of sales transactions made pre- and post-yearend, agreeing the period of revenue recognition to supporting documentation and ensured that sales and corresponding trade receivables are properly recorded in the correct period.

• Checked the bank advices and credit notes on a sample basis for the net settlement and reviewed aged items for any disputed amounts.

• We inspected underlying documentation for any journal entries which were considered to be material related to revenue recognition.

Other Information

The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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.

In preparing the standalone 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.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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 controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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.

• 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 standalone 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.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS 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 March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements

ii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

For P V RAMANA REDDY & CO

Chartered Accountants Firm Regn. No. 007156S Sd/-

Place : Bengaluru (P V RAMANA REDDY)

Date : June 30, 2021 Proprietor

M.No. 204588

UDIN : 21204588AAAAEL2051


Mar 31, 2019

INDEPENDENT AUDITOR''S REPORT

To,

The Members,

M/S. RAJESH EXPORTS LIMITED, Bangalore

Report on audit of financial statements Opinion

We have audited accompanying standalone financial statements of Rajesh Exports Limited ("the Company"), which comprise the balance sheet as at March 31, 2019, and the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year ended on that date, and summary of significant accounting policies and other explanatory information (herein after referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act 2013, as amended ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the standards on auditing specified under section 143 (10) of the Act. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of Standalone 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 Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s 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 standalone financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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 Matter

1

In view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) effective April 1, 2018, the company has changed its revenue recognition policy with regards to timing of recognition based on the satisfaction of the identified performance obligations and related disclosures.

Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before meeting the requirement of revenue recognition under Ind AS 115. Accordingly, due to significant risk associated with revenue recognition, it was determined to be a key audit matter in our audit of the Ind AS financial statement.

Refer to Note l(v) to the Standalone Financial Statements

Auditor''s Response

Principal Audit Procedures We assessed the Company''s process to identify the impact of adoption of the new revenue accounting standard.

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows :

• Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.

• Selected a sample of continuing and new contracts and performed the following procedures :

Read, analysed and identified the distinct performance obligations in these contracts. Compared these performance obligations with that identified and recorded by the Company.

Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.

• Performed sample tests of individual sales transaction and traced to sales invoices and other related documents. Further, in respect of the samples tested assessed that the revenue has been recognized as per the tariff agreed to the customers or latest correspondence with customer.

• Selected sample of sales transactions made pre- and post-year end, agreeing the period of revenue recognition to supporting documentation and ensured that sales and corresponding trade receivables are properly recorded in the correct period.

• Checked the bank advices and credit notes on a sample basis for the net settlement and reviewed aged items for any disputed amounts.

• We inspected underlying documentation for any journal entries which were considered to be material related to revenue recognition.

Other Information

The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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.

In preparing the standalone 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.

The Board of Directors are responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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 controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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.

• 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 standalone 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.

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

Materiality is the magnitude of misstatements in the standalone 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS 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 March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 A". Our report expresses a unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

For P V RAMANA REDDY & CO

Chartered Accountants

Firm Regn. No. 007156S

Sd/-

Place : Bengaluru

(P V RAMANA REDDY)

Date : May 29, 2019

Proprietor

M.No. 204588

ANNEXURE A TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report to the Members of Rajesh Exports Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Rajesh Exports Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the company''s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the company''s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P V RAMANA REDDY & CO

Chartered Accountants

Firm Regn. No. 007156S

Sd/-

Place : Bengaluru

(P V RAMANA REDDY)

Date : May 29, 2019

Proprietor

M.No. 204588

ANNEXURE B TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report to the Members of Rajesh Exports Limited of even date)

i. In respect of the Company''s fixed assets:

ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material. iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of

Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company. iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2019 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. vii. According to the information and explanations given to us, in respect of statutory dues :

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, sales tax, service tax, Goods and Service Tax, value added tax, Customs Duty, Excise duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, sales tax, service tax, value added tax, Goods and Service Tax, Customs Duty, Excise duty, Cess and other material statutory dues in arrears as at March 31, 2019 fora period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, ESI and Value Added Tax which have not been deposited as at March 31, 2019 on account of dispute are given below :

Name of the Statute

Nature of the due

Disputed amount Rs. in lakhs

Period to which the amount

Forum where dispute is pending relates

ESI of Karnataka

ESI

89.27

2000-03

The Appeals Authority ESI, Karnataka

ESI of Karnataka

ESI

37.78

2006-07

The Appeals Authority ESI, Karnataka

Service Tax

Service Tax

367.25

2006-07

The Appellate Tribunal Service tax

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments or term loans) during the year, hence reporting under clause 3

(ix) of the Order is not applicable to the Company. x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year,

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company. xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Standalone financial statements as required by the applicable accounting standards, xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company, xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For P V RAMANA REDDY & CO

Chartered Accountants

Firm Regn. No. 007156S

Sd/-

Place : Bengaluru

(P V RAMANA REDDY)

Date : May 29, 2019

Proprietor

M.No. 204588


Mar 31, 2018

To, INDEPENDENT AUDITOR’S REPORT

The Members,

M/S. RAJESH EXPORTS LIMITED

Report on standalone Indian Accounting Standard (Ind AS) Financial Statement

1. We have audited the accompanying standalone financial statements of Rajesh Exports Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under 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 and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including 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

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. We are also responsible to 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 entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company’s Director, as well as evaluating the overall presentation of the standalone Ind AS Financial Statements.

7. We believe that the audit evidences we have obtained is sufficient and appropriate to provide as a basis for our audit opinion on the standalone Ind AS Financial Statement.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 March 31st 2018, and it’s total comprehensive income (Comprising of profit and other Comprehensive income), it’s Cash flow and the Change of equity for the year ended on that date.

Other matters

9. The Ind AS financial statements of the Company for the year ended March 31, 2017, were audited by the previous firm of chartered accountants who, vide their report dated May 26, 2017, expressed a opinion on those financial statements.

Reporting on other legal and regulatory requirement

10. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 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 B a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 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, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, aforesaid standalone Ind AS Financial statement complies with Indian accounting statement specified under section 133 of the Act.

e) On basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2018 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A

g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us

I. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements. (Refer Note No. 25)

II. Company did not have any derivative contracts as at March 31st 2018

III. The unpaid dividend amount to be transferred to investor education and protection fund for the year 2009-10 has been paid later than the required date of payment. (Refer Note No. 25)

IV. Reporting on Disclosures relating to specified bank notes not applicable to the company for the year ended March 31, 2018

Referred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Rajesh Exports Limited on the standalone financial statements for the year ended March 31, 2018 Reports of the Internal Financial controls under Clause (i) of sub section 3 of section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Rajesh Exports Limited (the Company’’) as of March 31, 2018 in conjunction with our audit of the standalone financial statement of the company for the year ended on the date.

Management’s Responsibility for Internal Financial Controls:

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor Responsibility:

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, applicable to an audit of internal financial controls and both issued by the

ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting referred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Rajesh Exports Limited on the standalone financial statements for the year ended March 31, 2018

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitation of the Internal Financial Controls over the financial statement:

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion :

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Rajesh Exports Limited on the standalone financial statements as of and for the year ended March 31, 2018

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 2 on fixed assets to the financial statements, are held in the name of the Company

2. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the Company.

4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company

5. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

6. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

7. i. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales-tax, service-tax and value added tax, GST which have not been deposited on account of any dispute. The particulars of dues of income tax, duty of customs and duty of excise as at March 31, 2018 which have not been deposited on account of a dispute, are as follows

Name of the Statute

Nature of the due

Disputed amount Rs. in lakhs

Period to which the amount

Forum where dispute is pending relates

ESI of Karnataka

ESI

89.27

2000-03

The Appeals Authority ESI, Karnataka

ESI of Karnataka

ESI

37.78

2006-07

The Appeals Authority ESI, Karnataka

Service Tax

Service Tax

367.25

2006-07

The Appellate Tribunal Service tax

8. According to records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

9. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

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

11. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

13. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014/ Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. The Company has not entered into any non cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For P V RAMANA REDDY & CO

Chartered Accountants

Firm Regn. No. 007156S Sd/-

Place : Bengaluru (P V RAMANA REDDY)

Date : May 30, 2018 Proprietor

M.No. 204588


Mar 31, 2017

The Members,

M/S. RAJESH EXPORTS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Rajesh Exports Limited (‘the Company’), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone financial statements”).

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (““the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 including the Accounting Standards, of the financial position of the Company as at 31 March, 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

(a) We have sought and 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;

(c) the balance sheet, the statement of profit and loss, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued there under;

(e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 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”; and

(g) 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:

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 25 (xviii) of Significant accounting policies of Standalone Financial Statements.

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Company has conducted the physical verification of the inventory excluding materials lying with third parties during the year in accordance with programme designed to cover all items over a phased manner. According to the information and explanation given to us, in our opinion the frequency of physical verification of inventories followed by the management is reasonable. The discrepancies noticed on physical verification of the inventory as compared to books records were not material.

(iii) The Company has not granted loans, secured or unsecured, to companies, firms, LLP or other parties covered in the Register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions of the paragraph 3(3)(a)(b) and (c) of the order not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of the due

Amount in Rs.

Period to which the amount relates

Forum where dispute is pending

Karnataka sales tax

Sales tax

1,54,702

2001-02

First Appellate authority.

Karnataka sales tax

Sales tax

1,00,000

2002-03

First Appellate authority.

Karnataka sales tax

Sales tax

2,24,355

2003-04

First Appellate authority.

ESI of Karnataka

ESI

89,27,290

2000-03

The Appeals Authority ESI, Karnataka

ESI of Karnataka

ESI

37,78,409

2006-07

The Appeals Authority ESI, Karnataka

Service tax

Service tax

3,67,24,590

2006-07

The Appellate Tribunal, Service tax.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Rajesh Exports Limited (“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For V. SIVASANKAR & CO,

Chartered Accountants

Firm Regn. No. 010839S

Sd/-

Place : Bangalore (CA VIJAYA SIVASANKAR.P)

Date : May 26, 2017 Prop. M.No. 214786


Mar 31, 2016

We have audited the accompanying Standalone Financial Statements of M/S. RAJESH EXPORTS LIMITED (''the Company'') comprising the Balance Sheet as on 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( "the Act") with respect to the Preparation and presentation of these stand alone 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 the Companies ( accounts) rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken in to 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 thereunder. We have 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 stand alone financial statements are free from material misstatement. An audit involves performing procedure to obtain Audit evidence about the amounts and the disclosures in the stand alone financial statements. The procedures selected depend on the Auditor''s judgment, including assessment of the risks of material misstatement of the stand alone 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 stand alone financial statements that give a true and fair view in order to design audit procedure that are appropriate in the Circumstances. An audit also includes evaluating the appropriateness of the accounting polices used and the reasonableness of the accounting estimates made by the Companies Directors, as well as evaluating the overall presentation of the stand alone financial statements.

We believe that the Audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the standalone Financial Statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the afore said 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 2016, and its profit and its cash flows for the year ended on that date.

Other Matters:

During the year Company has written off Rs.265166427/- as Bad Debts in Inter Corporate Deposit division since it is not recoverable.

Report on the Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Sub Section 11 of the Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and 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 accounts 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 and cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the afore said stand alone 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 written representations received from the Directors as on 31st March 2016 taken on record by the Board of Directors, none of the director is disqualified as on 31st March 2016 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"; and

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

i. The company has disclosed the impact of pending litigations on its financial position in its stand alone financial statements- refer Notes of the financial statements.

ii. The Company did not have any long term contracts including derivate contract for which there were any material foreseeable losses.

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

ANNEXURE – A TO THE INDEPENDENT AUDITORS'' REPORT

In respect of the Annexure referred to in our ''Report to the members of M/s. Rajesh Exports Ltd ( " the company") for the year ended 31st March 2016, we report that:

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

(b). The fixed assets have been physically verified by the Management in a phased manner, designed to cover all the items over a period of 3 years, which, in our opinion is reasonable having regard to the size of the company and nature of its business. Pursuant to the programme certain fixed assets are verified during the year and no material discrepancies were noticed on such verification.

(c). According to the information and explanations given to us and on the basis of our examination of the records of the company, title deeds of immovable properties are held in the name of the company.

(ii). The company has conducted the physical verification of the inventory excluding materials lying with third parties during the year in accordance with programme designed to cover all items over a phased manner. According to the information and explanations given to us, in our opinion the frequency of physical verification of inventories followed by the Management is reasonable. The discrepancies noticed on physical verification of the inventory as compared to book records were not material.

(iii). The Company has not granted any loans, secured or unsecured, to companies, firms, LLP or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of paragraph 3(3)(a)(b) and (c) of the order are not applicable to the Company.

(iv). In our opinion and according to the information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.

(v). The Company has not accepted any deposits during the year from the Public.

(vi). The maintenance of cost records specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act is not applicable.

(vii). According to the information and explanations given to us, in respect of statutory dues.

(a) The Company has been regular in depositing statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty , Value Added Tax and Cess which have not been deposited as on March 31, 2016 on account of disputes are given below:

Name of Nature of Amount in Period to which Forum where the Statute the dues Rs. the amount relates dispute is pending

Karnataka Sales Sales Tax 1,54,702 2001-02 First Appellate authority Tax Act

--Do-- --Do-- 1,00,000 2002-03 --Do--

--Do-- --Do-- 2,24,355 2003-04 --Do--

Income Tax Act Income Tax 26,23,25,771 2007-08 The Commissioner Appeals

Income Tax Act Income Tax 18,84,18,119 2008-09 The Commissioner Appeals

ESI of Karnataka ESI 89,27,290 04/2000 to 03/2003 The Appellate Authority ESI, Karnataka

ESI of Karnataka ESI 37,78,409 04/06 to 09/07 The Appellate Authority ESI, Karnataka

Service Tax Service Tax 3,67,24,590 2006-07 The Appellate Tribunal, and penalty Customs, Excise and Service Tax

(d) There has been a demand by the Income Tax Department, due to a case of mistaken identity. The company has filled an application U/s 154 of the Income Tax Act for rectification of the mistake. As it is a clear case of mistaken identity the company is absolutely confident of mistake being rectified and the demand will be withdrawn.

(viii).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 financial institutions, Government, Debenture Holders and banks.

(ix). The Company did not raise any monies by way of initial public offer or further public offer (including Debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loans taken by the company have been applied for the purposes for which they were raised.

(x). According to the information and explanations given to us, no material fraud by the Company or on the company by its Officers or Employees has been noticed or reported during the course of our audit.

(xi). According to the information and explanations given to us and based on our examination of the records of the Company, the company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule- V to the Act.

(xii).In our opinion and according to the information and explanations given to us the Company is not a Nidhi Company.

(xiii).According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 & 188 of the Act (where applicable) and details of such transactions have been disclosed in the financial statements as required by the applicable Accounting Standards.

(xiv).According to the information and explanations given to us and based on our examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv).According to the information and explanations given to us and based on our examination of the records of the Company, the company has not entered in to non cash transactions with Directors or persons connected with them.

(xvi).According to the information and explanations given to us, the Company is not required to be registered U/s. 45- IA of the Reserve Bank of India Act 1934.

For V. SIVASANKAR & CO,

Chartered Accountants

Firm Regn. No. 010839S

Sd/-

Place : Bangalore (CA VIJAYA SIVASANKAR.P)

Date : May 30, 2016 Prop.

M.No. 214786


Mar 31, 2015

We have audited the accompanying Financial Statements of M/S. RAJESH EXPORTS LIMITED ('the Company') which comprise the Balance Sheet as on 31st March 2015, the Statement of Profit and Loss 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.

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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the Accounting Principles Generally Accepted in India. This responsibility includes the design, implementation and maintenance of adequate accounting records in accordance with the provisions of the Act, and for preventing frauds and detecting frauds and other irregularities and maintenance of adequate internal financial control, that were operating effectively for ensuring accuracy and completeness of accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Act. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to fraud or error. An audit includes examining on a test basis, performing the procedure to obtain Audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the Auditor's judgment, including assessment of the risk of material misstatement of 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 financial statements that give a true and fair view in order to design audit procedure 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 control system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting polices used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of financial statements.

We believe that the Audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the standalone Financial Statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us the aforesaid 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, and its profit and its cash flows for the year ended on that date.

Report on the Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the maters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the afore said stand alone 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 written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2015 from being appointed as a director in terms of section 164(2) of the Act.

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statements- refer Notes of the financial statements.

ii. The Company did not have any long term contracts including derivate contract for which there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

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

(b) . The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) . As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, company has its own internal audit system and commensurate with the size and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. We have not observed any major weakness in the internal control system during the course of audit.

(v) The maintenance of cost records specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vii) According to the information and explanations given to us, in respect of statutory dues.

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Incometax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes are given below:

Name of Nature of Amount in Period to the Statute the dues Rs. which the amount relates

Karnataka Sales Sales Tax 1,54,702 2001-02 Tax Act

--Do-- --Do-- 1,00,000 2002-03

--Do-- --Do-- 2,24,355 2003-04

Income Tax Act Income Tax 26,23,25,771 2007-08



Income Tax Act Income Tax 18,84,18,119 2008-09



ESI of Karnataka EST 89,27,290 04/2000 to 03/2003

ESI of Karnataka ESI 37,78,409 04/06 to 09/07

Service Tax Service Tax 3,67,24,590 2006-07 and penalty

Name of Nature of Forum where the Statute the dues dispute is pending

Karnataka Sales Sales Tax First Appellate Tax Act authority

--Do-- --Do-- --Do--

--Do-- --Do-- --Do-

Income Tax Act Income Tax The Commissioner Appeals

Income Tax Act Income Tax The Commissioner Appeals

ESI of Karnataka EST The Appellate Authority ESI, Karnataka

ESI of Karnataka ESI The Appellate Authority ESI, Karnataka

Service Tax Service Tax The Appellate and penalty Tribunal, Customs, Excise and Service Tax

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks. The Company has not issued any debentures.

(x) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions

(xi) According to the Information and explanation to us and on an overall examination of the balance sheet of the company as on 31st march, 2015, the terms loans are applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit nor have been informed of any such case by the management.

For V. SIVASANKAR & CO, Chartered Accountants Firm Regn. No. 010839S Sd/- Place : Bangalore (CA VIJAYA SIVASANKAR.P) Date : May 28, 2015 Prop. M.No. 214786


Mar 31, 2014

We have audited the accompanying Financial Statements of M/S. RAJESH EXPORTS LIMITED ("the Compan") which comprises the Balance Sheet as on 31st March 2014, the Statement of Profit and Loss 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.

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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the Accounting Principles Generally Accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with the 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 whether due to fraud or error. 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.

We report as follows.

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks and verification of the books of accounts as we consider necessary and to the best of our knowledge and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph 1 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, the company has kept proper books of account as required by law so far as appears from our examination of those books.

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

d) In our opinion, the Statement of Profit and Loss account, Cash Flow Statement and Balance Sheet comply with mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2013 from being appointed as a director in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts give 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 31st March 2014 and

ii) In the case of statement of profit and loss account, of the profit for the year ended on that date;

iii) In the case of cash flow statement, of the cash flow of the company for the year ended on that date. Except that the Company has the accounting policy with regard to accounting of interest income on interest bearing Loans other than Bank Deposits on Cash basis and Company has not recognized the deferred tax liability during the year.

3. We have not audited financial statements of the overseas subsidiary. These unaudited financial statements as approved by the respective Board of Directors of this Company have been furnished to us by the management and our report insofar as it relates to the amount included in respect of amount included in respect of the overseas subsidiary is based solely on such approved unaudited financial statements.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE AUDTOR’S TO THE MEMBERS OF M/s. RAJESH EXPORTS LIMITED, BANGALORE, ON ACCOUNTS FOR THE YEAR ENDED 31St MARCH 2014.

1. (a). The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets but identification mark on the individual assets is not displayed.

(b). The Company has drawn up a programme of Physical verification of Fixed Assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c). Fixed Assets Disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. As explained to us, Inventories held by the company have been physically verified by the management at regular intervals during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company has maintained proper records of inventories. As explained to us, there were no discrepancies noticed on physical verification of inventory as compared to the book records.

3. As per the information and explanations furnished by the Management, the company has not granted any loans to companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken loan from the parties listed in the register maintained under section 301 of the companies Act, 1956. These loans were taken from three parties and the amount outstanding as at the year end is Rs.446599110/- and maximum amount taken at any time of the year is Rs. 451919252/-. The rate of interest and other terms and conditions of these loans taken are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system of the company in respect of these areas.

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, if any, have been entered in the register maintained under section 301 the companies Act, 1956.

(b). The transactions made in pursuance of such contracts or arrangements, exceeding the value of rupees five lakhs in respect of any part during the year, if any, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has accepted deposits from an individual and the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under, where applicable, have been complied with. The Company Law Board has not passed any order with regard to public deposits.

7. In our opinion, the company has its own internal audit system commensurate with the size and the nature of its business.

8. The company has maintained cost records and accounts as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same.

9. According to the records of the Company, 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, Service Tax, Customs Duty, Excise duty, Cess and other statutory dues, as applicable to it, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding at the year end for a period of more than six months from the date they become payable. Based on information and explanations given to us, we furnish hereunder the particulars of disputed dues :-

Name of the Statute Nature of the dues Amount in Rs. Karnataka Sales Tax Act Sales Tax 1,54,702

-Do- -Do- 1,00,000

-Do- -Do- 2,24,355

Income Tax Act Income Tax 26,23,25,771

Income Tax Act Income Tax 18,84,18,119

ESI of Karnataka ESI 89,27,290

ESI of Karnataka ESI 37,78,409 Service Tax Service Tax 3,67,24,590 and penalty



Name of the Statute Period to Forum where which the dispute is pending amount relates Karnataka Sales Tax Act 2001-02 First Appellate authority

-Do- 2002-03 -Do-

-Do- 2003-04 -Do-

Income Tax Act 2007-08 The Commissioner Appeals

Income Tax Act 2008-09 The Commissioner Appeals

ESI of Karnataka 04/2000 to 03/2003 The Appellate Authority ESI, Karnataka

ESI of Karnataka 04/06 to 09/07 The Appellate Authority ESI, Karnataka Service Tax 2006-07 The Appellate Tribunal, Customs, Excise and Service Tax

During the financial year an Income Tax search was conducted on the Company U/s.132 of the Income Tax Act by DDIT (Inv), Unit-I(3), Bangalore. The Company has not declared any additional Income and according to the Company no discrepancies were found in the accounts of the Company.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by the audit or in the immediately preceding financial year.

11. As per information furnished by the management, the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the information and explanations given to us, the Company has maintained adequate document and records in cases where the Company has granted loans on the basis of security by way of pledge of immovable properties.

13. The company is not a chit fund or a nidhi /mutual benefit fund/society and hence clause 4 (xiii) of Companies (Auditor’s Report) Order 2003 is not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company did not have any outstanding term loans at the end of the year.

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

18. During the year, 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.

19. The company has not created any security or charge in respect of debentures/bonds issued.

20. The company has not raised any money through a public issue during the year.

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

For V. SIVASANKAR & CO,

Chartered Accountants Firm Regn. No. 0108395 Sd/-

Place : Bangalore (CA VIJAYA SIVASANKAR.P) Date : 30-5-2014 Prop.

M.No. 214786


Mar 31, 2013

We have audited the attached balance sheet of M/S. RAJESH EXPORTS LIMITED as on 31st March 2013, and the Profit and 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.

We have conducted our audit in accordance with the 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. We report as follows.

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks and verification of the books of accounts as we consider necessary and to the best of our knowledge and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph 1 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, the company has kept proper books of account as required by law so far as appears from our examination of the books.

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

d) In our opinion, the Profit and Loss account, Cash Flow Statement and Balance Sheet comply with mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2013 from being appointed as a director in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts give information required by the Companies Act, 1956, in the manner so required and subject to (i). That the Company has the accounting policy with regard to accounting of interest income on interest bearing Loans other than Bank Deposits is on Cash basis, (ii) Company has not recognized the deferred tax liability during the year 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 2013 and

ii) In the case of the profit and loss account, of the profit for the year ended on that date;

iii) In the case of cash flow statement, of the cash flow of the company for the year ended on that

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE AUDITOR''S TO THE MEMBERS OF M/S. RAJESH EXPORTS LIMITED, BANGALORE, ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2013.

1. (a). The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets but identification mark on the individual assets is not displayed.

(b). The Company has drawn up a programme of Physical verification of Fixed Assets which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c). There was no disposal of substantial part of fixed assets during the year and therefore, it does not affect the going concern assumption.

2. As explained to us, Inventories held by the company have been physically verified by the management at regular intervals during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company has maintained proper records of inventories. As explained to us, there were no discrepancies noticed on physical verification of inventory as compared to the book records.

3. As per the information and explanations furnished by the Management, the company has not granted any loans to companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken loan from the parties listed in the register maintained under section 301 of the companies Act, 1956. These loans were taken from three parties and the amount outstanding as at the year end is Rs.33,35,54,504/- and maximum amount taken at any time of the year is Rs. 45,19,19,252/-. The rate of interest and other terms and conditions of these loans taken are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system of the company in respect of theses area.

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, if any, have been entered in the register maintained under section 301 the companies Act, 1956.

(b). The transactions made in pursuance of such contracts or arrangements, exceeding the value of rupees five lakhs in respect of any part during the year, if any, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has accepted deposits from an individual and the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under, where applicable, have been complied with. The Company Law Board has not passed any order with regard to public deposits.

7. In our opinion, the company has its own internal audit system commensurate with the size and the nature of its business.

8. The company has maintained cost records and accounts as prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same.

9. According to the records of the Company, 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, Service Tax, Customs Duty, Excise duty, Cess and other statutory dues, as applicable to it, with the appropriate authorities.

According to the information and explanations give to us, no undisputed amounts payable in respect of aforesaid dues were outstanding at the year end for a period of more than six months from the date they become payable. Based on information and explanations given to us, we furnish hereunder the particulars of disputed aforesaid dues which have not been deposited:-

Name of Nature of Amount in the Statute the dues Rs.

Karnataka Sales Sales Tax 1,54,702 Tax Act

-Do- -Do- 1,00,000

-Do- -Do- 2,24,355

Income Tax Act Income Tax 26,23,25,771

Income Tax Act Income Tax 18,84,18,119

ESI of Karnataka ESI 89,27,290

ESI of Karnataka ESI 37,78,409

Service Tax Service Tax 3,67,24,590 and penalty

Name of the Statute Period to which Forum where the amount relates dispute is pending

Karnataka Sales Tax Act 2001-02 First Appellate authority

--Do-- 2002-03 -Do-

--Do-- 2003-04 -Do-

Income Tax Act 2007-08 The Commissioner Appeals

Income Tax Act 2008-09 The Commissioner Appeals

ESI of Karnataka 04/2000 to 03/2003 The Appellate Authority ESI, Karnataka

ESI of Karnataka 04/06 to 09/07 The Appellate Authority ESI, Karnataka

Service Tax 2006-07 The Appellate Tribunal, Customs, Excise and Service Tax

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by the audit or in the immediately preceding financial year.

11. As per information furnished by the management, the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the information and explanations given to us, the Company has maintained adequate document and records in cases where the Company has granted loans on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit fund or a nidhi /mutual benefit fund/society and hence clause 4 (xiii) of Companies ( Auditor''s Report) Order 2003 is not applicable to the company.

14. In our opinion, the company is not a dealer or a trader in shares, securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company did not have any outstanding term loans at the end of the year.

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

18. During the year, 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.

19. The company has not created any security or charge in respect of debentures/bonds issued.

20. The company has not raised any money through a public issue during the year.

For V. SIVASANKAR & CO,

Chartered Accountants

Firm Regn. No. 0108395

Sd/-

Place : Bangalore (CA VIJAYA SIVASANKAR.P)

Date : 30-5-2013 Prop.

M.No. 214786


Mar 31, 2012

We have audited the attached balance sheet of M/S. RAJESH EXPORTS LIMITED as on 31st March 2012, and the Profit and 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.

We have conducted our audit in accordance with the 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.

We report as follows

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks and verification of the books of accounts as we consider necessary and to the best of our knowledge and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph 1 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, the company has kept proper books of account as required by law so far as appears from our examination of the books.

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

d) In our opinion, the Profit and Loss account, Cash Flow Statement and Balance Sheet comply with mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, 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 Companies Act, 1956;

f) In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts give information required by the Companies Act, 1956, in the manner so required and read with other Notes annexed to the audited accounts 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 2012 and

ii) In the case of the Profit and loss account, of the Profit for the year ended on that date;

iii) In the case of cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE

AUDITOR'S TO THE MEMBERS OF M/S. RAJESH EXPORTS LIMITED, BANGALORE, ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012.

1. (a). The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets but identification mark on the individual assets is not displayed.

(b). The Company has drawn up a programme of Physical verification of Fixed Assets which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c). There was no disposal of substantial part of fixed assets during the year and therefore, it does not affect the going concern assumption.

2. As explained to us, Inventories held by the company have been physically verified by the management at regular intervals during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company has maintained proper records of inventories. As explained to us, there were no discrepancies noticed on physical verification of inventory as compared to the book records.

3. As per the information and explanations furnished by the Management, the company has not granted any loans to companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken loan from the parties listed in the register maintained under section 301 of the companies Act, 1956. These loans were taken from three parties and the amount outstanding as at the year end is Rs.385995372/- and maximum amount taken at any time of the year is Rs.460707638/-. The rate of interest and other terms and conditions of these loans taken are not prima facie prejudicial to the interest of the company. The payment of principle amount and interest thereon are also regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system of the company in respect of this area.

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, if any, have been entered in the register maintained under section 301 the companies Act, 1956.

(b). The transactions made in pursuance of such contracts or arrangements, exceeding the value of rupees five lakhs in respect of any part during the year, if any, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has accepted deposits from an individual and the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under, where applicable, have been complied with. The Company Law Board has not passed any order with regard to public deposits.

7. In our opinion, the company has it's own internal audit system commensurate with the size and the nature of its business.

8. The company has maintained cost records and accounts as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same.

9. According to the records of the Company, 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, Service Tax, Customs Duty, Excise duty, Cess and other statutory dues, as applicable to it, with the appropriate authorities.

According to the information and explanations give to us, no undisputed amounts payable in respect of aforesaid dues were outstanding at the year end for a period of more than six months from the date they become payable. Based on information and explanations given to us, we furnish hereunder the particulars of disputed aforesaid dues,

Name of Nature of Amount in Period to which Forum where the Statute the dues Rs. the amount relates dispute is pending

Karnataka Sales Sales Tax 1,54,702 2001-02 First Appellate authority Tax Act

--Do-- --Do-- 1,00,000 2002-03 --Do--

--Do-- --Do-- 2,24,355 2003-04 --Do--

Income Tax Act Income Tax 26,23,25,771 2007-08 The Commissioner Appeals

Income Tax Act Income Tax 18,84,18,119 2008-09 The Commissioner Appeals

ESI of Karnataka ESI 89,27,290 04/2000 to 03/2003 The Appellate Authority ESI, Karnataka

ESI of Karnataka ESI 37,78,409 04/06 to 09/07 The Appellate Authority ESI, Karnataka

Service Tax Service Tax 3,67,24,590 2006-07 The Appellate Tribunal, and penalty Customs, Excise and Service Tax

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by the audit or in the immediately preceding financial year.

11. As per information furnished by the management, the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit fund or a nidhi /mutual benefit fund/society and hence clause 4 (xiii) of Companies ( Auditor's Report) Order 2003 is not applicable to the company.

14. In our opinion, the company is not a dealer or a trader in shares, securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company did not have any outstanding term loans at the end of the year.

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

18. During the year, 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.

19. The company has not created any security or charge in respect of debentures/bonds issued.

20. The company has not raised any money through a public issue during the year.

For V. SIVASANKAR & CO,

Chartered Accountants

Firm Regn. No. 0108395

Sd/-

Place : Bangalore (CA VIJAYA SIVASANKAR.P)

Date : 30-5-2012 Prop.

M.No. 214786


Mar 31, 2011

We have audited the attached balance sheet of M/S. RAJESH EXPORTS LIMITED as at 31st March 2011, and the profit and 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. We conducted our audit in accordance with the 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. We report as follows

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks and verification of the books of accounts as we consider necessary and to the best of our knowledge and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph 1 above.

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, the company has kept proper books of account as required by law so far as appears from our examination of the books.

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

d) In our opinion, the Profit and Loss account, Cash Flow Statement and Balance Sheet comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, 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 Knowledge and according to the information and explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and Subject to; (i) that the Company has adopted the Accounting Policy with regard to accounting of interest income on interest bearing loans other than bank deposits from accrual to cash basis, as a result of which the profit for year has been understated by Rs.33,08,58,0681 -(as stated in Para A.6 in schedule 'S');(ii) that during the year 99.055 Kilos of gold jewellery is charged off from the Stocks as same is not recoverable from some of the employees and (Hi) that there is no value addition in sales made in SEZ Unit of the Company in the quarter ended 31st March 2011, read with other notes in Schedule 'S' annexed to the audited accounts, give a true and fair view:

i) In the case of the balance sheet, of the state of affairs of the company as at 31st March 2011 and

ii) In the case of the profit and loss account, of the profit for the year ended on that date;

iii) In the case of cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE AUDITOR'S TO THE MEMBERS OF M/S. RAJESH EXPORTS LIMITED, BANGALORE, ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011.

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets but identification mark on the individual assets is not displayed. The Company has drawn up a programme of Physical verification of Fixed Assets which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Fixed assets were physically verified by the Management during the year and no material discrepancies were noticed on such verification. Substantial part of the fixed assets has not been disposed off during the year.

2. As explained to us, Inventories held by the company have been physically verified by the management at regular intervals during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company has maintained proper records of inventories. As explained to us, there were no discrepancies noticed on physical verification of inventory as compared to the book records.

3. As per the information and explanations furnished by the Management, the company has not granted any loans to companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken loan from the parties listed in the register maintained under section 301 of the Companies Act, 1956. These loans were taken from three parties and the amount outstanding as at the year end is Rs.384,176,838/- and maximum amount taken at any time of the year is Rs.388,226,838/-. The rate of interest and other terms and conditions of these loans taken are not prima facie prejudicial to the interest of the company. The payment of principle amount and interest thereon are also regular wherever stipulated.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. 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, if any, have been entered in the register maintained under section 301 of the companies Act, 1956. The transactions made in pursuance of such contracts or arrangements, exceeding the value of rupees five lakhs in respect of any party during the year, if any, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has accepted deposits from an individual and the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under, where applicable, have been complied with. The Company Law Board has not passed any order with regard to public deposits.

7. In our opinion, the company has internal audit system commensurate with the size and the nature of its business.

8. The company has maintained cost records and accounts as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same.

9. According to the records of the Company, 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, Service tax, Customs Duty, Excise duty, Cess and other statutory dues, as applicable to it, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding at the year end for a period of more than six months from the date they became payable. Based on information and explanations given to us, we furnish hereunder the particulars of disputed aforesaid dues which have not been deposited: -

Name of Nature of Amount in Period to which Forum where the Statute the dues Rs. the amount relates dispute is pending

Karnataka Sales Sales Tax 1,54,702 2001-02 First Appellate authority Tax Act

-Do- -Do- 1,00,000 2002-03 -Do-

-Do- -Do- 2,24,355 2003-04 -Do-

Income Tax Act Income Tax 26,23,25,771 2007-08 The Commissioner Appeals

Income Tax Act Income Tax 18,84,18,119 2008-09 The Commissioner Appeals

ESI of Karnataka ESI 89,27,290 04/2000 to 03/2003 The Appellate Authority ESI, Karnataka

ESI of Karnataka ESI 37,78,409 04/06 to 09/07 The Appellate Authority ESI, Karnataka

Service Tax Service Tax 3,67,24,590 2006-07 The Appellate Tribunal, and penalty Customs, Excise and Service Tax

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. As per information furnished by the management, the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society and hence clause 4 (xiii) of Companies (Auditor's Report) Order 2003 is not applicable to the company.

14. In our opinion, the Company is not a dealer or a trader in shares, securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The Company did not have any outstanding term loans at the year end of the year. However, the company has a sum of Rs. 765,872,000/- outstanding as on 31st March 2011 as FCCB issue proceeds shown under the head 'Unsecured Loan' in Schedule 'E' annexed to the accounts and the same is kept with bank deposits in Foreign currency till it's utilization.

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

18. During the year, 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.

19. The company has not created any security or charge in respect of debentures/bonds issued.

20. The Company has not raised any money through a public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud by or against the Company has been noticed or reported during the year except that 99.055 Kilos of gold jewellery was mishandled by the employees.



For P.K. RUNGTA & CO.,

Chartered Accountants

Sd/-

(CA P.K. RUNGTA)

Place: Bangalore Proprietor

Date: 30th May 2011 Membership No. 051184


Mar 31, 2010

We have audited the attached balance sheet of M/S. RAJESH EXPORTS LIMITED as at 31st March 2010, and the proft and loss account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the companys management; our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report as follows

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks and verifcation of the books of accounts as we consider necessary and to the best of our knowledge and according to the information and explanations given to us during the course of our audit, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph 1 above.

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, the company has kept proper books of account as required by law so far as appears from our examination of the books.

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

d) In our opinion, the Proft and Loss account, Cash Flow Statement and Balance Sheet comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except that there is non compliance of Accounting Standard 11 and Accounting Standard 1 as premium or discount arising at the inception of forward exchange contract is not amortized as expense or income over the life of the contract but is charged to the Proft & Loss Account of the year and exchange difference on such a contract is not recognized in the Proft & Loss Statement in the reporting period in which the exchange rate changes

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors are disqualifed 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 Knowledge and according to the information and explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and Subject to; (i) that during the year the company has changed the Accounting policy and accounted for the additional liability on account of increase in gold price as prevalent as on 31st March 2010 in the case of outstanding provisional imports for which the gold price is yet to be fxed; due to this change in accounting policy, the proft for year has been understated by Rs.31,93,21,126 and further, where the price of gold exported on provisional basis through certain invoices is not fxed as on 31st March,2010 but additional income on account of increase in gold price as prevalent as on 31st March 2010 in the case of outstanding provisional exports, for which the gold price is yet to be fxed; is not accounted for (as stated in Para A.6 in schedule ‘S), the effect of which to the Proft & Loss Account is not quantifed (ii) that during the year the Company has changed the Accounting Policy with regard to accounting of interest income on interest bearing loans other than bank deposits from accrual to cash basis, resulting in the proft for year has been understated by Rs.14,82,02,244/- (as stated in Para A.6 in schedule ‘S); read with other notes in Schedule ‘S annexed to the audited accounts, give a true and fair view:

i) In the case of the balance sheet, of the state of affairs of the company as at 31st March 2010 and

ii) In the case of the proft and loss account, of the proft for the year ended on that date;

iii) In the case of cash fow statement, of the cash fow of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF M/S. RAJESH EXPORTS LIMITED, BANGALORE, ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010.

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets but identifcation mark on the individual assets is not displayed. The Company has drawn up a programme of Physical verifcation of Fixed Assets which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Fixed assets were physically verifed by the Management during the year and no material discrepancies were noticed on such verifcation. Substantial part of the fxed assets has not been disposed off during the year.

2. As explained to us, Inventories held by the company have been physically verifed by the management at regular intervals during the year.

In our opinion and according to the information and explanations given to us, the procedures of physical verifcation followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company has maintained proper records of inventories. As explained to us, there were no discrepancies noticed on physical verifcation of inventory as compared to the book records.

3. As per the information and explanations furnished by the Management, the company has not granted any loans to the companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken loan from the parties listed in the register maintained under section 301 of the Companies Act, 1956. These loans were taken from three parties and the amount outstanding as at the year end is Rs.242,176,838/- and maximum amount taken at any time of the year Rs.286,492,220/-. The rate of interest and other terms and conditions of these loans taken are not prima facie prejudicial to the interest of the company. The payment of principle amount and interest thereon are also regular wherever stipulated.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. 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, if any, have been entered in the register maintained under section 301 of the companies Act, 1956. The transactions made in pursuance of such contracts or arrangements, exceeding the value of rupees fve lakhs in respect of any party during the year, if any, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has accepted deposits from an individual and the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under, where applicable, have been complied with. The Company Law Board has not passed any order with regard to public deposits.

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

8. The company has maintained cost records and accounts as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same.

9. According to the records of the Company, 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, Service tax, Customs Duty, Excise duty, Cess and other statutory dues, as applicable to it, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding at the year end for a period of more than six months from the date they became payable. Based on information and explanations given to us, we furnish hereunder the particulars of disputed aforesaid dues which have not been deposited:

Name of Nature of Amount in Period to which Forum where the Statute the dues Rs. the amount relates dispute is pending

Entry Tax Act Entry Tax 3,52,844 2001-02 The Joint Commissioner of Commercial Taxes (Appeals)

Karnataka Sales Tax Act Sales Tax 1,54,702 2001-02 --Do--

--Do-- --Do-- 1,00,000 2002-03 --Do--

--Do-- --Do-- 2,24,355 2003-04 --Do--

10. The Company has no accumulated losses and has not incurred any cash losses during the fnancial year covered by our audit or in the immediately preceding fnancial year.

11. As per information furnished by the management, the company has not defaulted in repayment of dues to banks, fnancial institutions and debenture holders.

12. According to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual beneft fund/society and hence clause 4 (xiii) of Companies (Auditors Report) Order 2003 is not applicable to the company.

14. In our opinion, the Company is not a dealer or a trader in shares, securities, debentures and other investments.

15. The company has not given guarantees for loans taken by others from banks or fnancial institutions.

16. The Company did not have any outstanding term loans at the year end of the year. However, the company has a sum of Rs. 303,81,28,000/- outstanding as on 31st March 2010 as FCCB issue proceeds shown under the head ‘Unsecured Loan in Schedule ‘E annexed to the accounts. Out of the outstanding FCCB amount the Company has paid a sum of Rs. 240,76,23,516 as an advance to AGR Matthey, a foreign company..

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

18. During the year, 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.

19. The company has not created any security or charge in respect of debentures/bonds issued.

20. The Company has not raised any money through a public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud by or against the Company has been noticed or reported during the year

For P.K. RUNGTA & CO.,

Chartered Accountants

Sd/-

(C.A. P.K. RUNGTA)

Place: Bangalore Proprietor

Date: 31st May 2010 Membership No. 051184


Mar 31, 2000

We have audited the attached Balance Sheet of M/s. RAJESH EXPORTS LIMITED, as at March 2000, and also Profit and Loss account of the company lor the year ended on that date annexed thereto, and report that ;

1. As required by the manufacturing and other companies (Auditors Report) order, 1988 issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks and verifications of the books of accounts as we considered necessary and to the best of our knowledge and according to the information and explanations given to us during the course of audit, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order :

2, Further to our comments in the annexure referred to in paragraph 1 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 accounts as required by Law have been kept by the company so far as appears from our examination of the books.

c. The Balance Sheet dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

e. In our opinion and to the best of our knowledge and according to the informations and explanations given to us. the accounts give the information required by the Companies Act, 1956, in the manner so required and subject No.6 (vi) regarding non provision of gratuity liability read with other notes in Schedule P give a true and fair view.

i. In the case of the Balance Sheet of the State of Affairs of the company as at 31st March, 2000.

AND

ii. In the case of the Profit and Loss Account of the profit lor the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF HIE AUDITORS TO THE MEMBERS OF MESSERS RAJESH EXPORTS LIMITED, BANGALORE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2000.

1. The Company has maintained proper records, showing full particulars including quantitative details and situations of Fixed Assets, The company has drawn up a programme of physiacl verification of Fixed Assets over a period of two years which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Fixed Assets were physically verified by the Management during the year and no material discrepancies have been noticed on physical verification.

2. None of the Fixed Assets have been revalued during the year.

3. Physiacl verification of stocks was conducted by the Management during the year end and in our opinion, the frequency of verification was reasonable.

4. The procedures of physical verification of stocks followed by the company are reasonable and adequate, commensurate with the size of the company and the nature of its business.

5. No material discrepancies have been noticed on physical verification of stocks as compared to the book records.

6 In our Opinion, the Valuation Of Stocks is fair and proper in accordance With the normally accepted accounting principles.

7. As per the information and explanation furnished by the Management, the company has not granted any loan the companies and other parties as listed in the register maintained under section 301 of the Companies Act. 1956 or to the companies, under the same management as defined under section 370 (1B) of the companies act, 1956.

8. As per information and explanations furnished by the Management, the Company has not taken any loan secured or unsecured from the companies, and other parties listed in the register maintained under section 301 of the Companies Act, 1956 or from the companies, under the Management as defined under sub-section (1B) of section 370 of the Companies Act, 1956.

9. In respect of loans and advances in the nature of loans given by the Company, as explained to us, the parties are regular in payment as required by the Company. No interest has been charged on these loans and advances in the nature of the loans.

10. According to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for a sales of goods and the purchase materials including components, plant and machinery, equipment and other assets.

11. There are no transactions of purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, and aggregating to Rs.50.000/- or more in respect of each party.

12. As explained to us, unserviceable or damaged stores have been determined by the management and where required, adequate provision has been made in the accounts for the loss arising on items so determined. There were no unserviceable or damaged raw materials and finished goods.

13. As per information and explanation given to us, the company has not accepted any deposits as per the provisions of section 58A of the Companies Act, 1956 and the rules framed thereunder.

14. As explained to us, the company is maintaining reasonable records for the sale and disposal of realisable by-products and scraps.

15. The company did not have formal internal audit system.

16. We have been informed that the Central Government has not prescribed the maintenance of cost records for the year under review under Sec. 209(1)(d) of the Companies Act. 1956.

17. As per the information and explanations given to us by the Management the Provident Fund Act and Employees State Insurance Fund Act are not applicable in company at present.

18. According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax. wealth tax, sales tax, customs duty and excise duty, which are outstanding for more than 6 months as on 31st March, 2000.

19. Based on the test checks carried out by us and the information and explanation given to us, no personal expenses have been charged to the Profit and Loss Account except those payable under contractal obligations and or in accordance with the generally accepted business practice.

20. The Company is not a sick industrial company within the meaning of clause (O) of sub-section(i) of section 3 of the Sick Industrial Companies (special provision) Act, 1985.

21. In respect of trading activities, the company did not have any damaged goods.

for P.K. RUNGTA & CO., Chartered Accountant

(P.K. RUNGTA)

Place : Bangalore Date : 28th June, 2000

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