Auditor Report of United Textiles Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

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

(b) The Management in accordance with a phased programme of verification adopted by the Company has physically verified a major portion of the fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification.

(c) As per records and information and explanations given to us, no substantial part of fixed assets has been disposed of during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed during physical verification of inventories as compared to book records were not material and the same have been properly dealt with in the books of account.

3. (a) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, Paragraph 4 (iii) (b), (c) and (d) of the order, are therefore not applicable.

(b) (i) The Company has taken interest free unsecured loan from a parties listed in the register maintained under section 301 of the Companies Act, 1956. The outstanding balance and maximum amount involved during the year in respect of said party is Rs. 3,67,800/- and Rs. 3,67,800/- respectively.

(ii) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions on which loan has been taken are not, prima facie, prejudicial to the interest of the Company.

(iii) In respect of the aforesaid loan, the amount (principal as well as interest) is repayable on demand; the Company is regular in repaying the amounts as and when demanded.

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

5. a) According to the information and explanations provided by the management, during the year, no contracts or arrangements with the parties referred to in section 301 of the Act have been entered into. Accordingly, paragraphs (v) (b) of the Order are not applicable.

6. The Company has not accepted any deposits from public and consequently the provisions of Section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8. We have broadly reviewed the books of account maintained by the company in respect of the products where the maintenance of cost records has been prescribed under section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

9. a) According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues as applicable to the company including Provident Fund, Employees State Insurance, Sales Tax, Income Tax, cess and Service Tax. There are no arrears as at March 31, 2014 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no dues as applicable to the company including of Provident Fund, Employees State Insurance, Sales Tax, Income Tax, cess and Service Tax which have not been deposited on account of any dispute.

10. As at March 31, 2014 the Company''s accumulated losses is not more than fifty percent of its net worth. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion, on the basis of books and records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not taken any loan from any financial institutions and debenture holders.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from banks/financial institutions. Hence, paragraph 4(xv) of the order is not applicable.

16. In our opinion, the term loans have been applied for the purposes for which they were raised.

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 investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures. Accordingly paragraph 4(xix) of the order is not applicable.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, and according to the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For N.C. Aggarwal & Co. Chartered Accountants Firm Registration No. 003273N

G.K. Aggarwal Partner Membership No. 086622

Date: May 29, 2014 Place: Hisar

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Mar 31, 2012

We have audited the attached Balance Sheet of UNITED TEXTILES LIMITED as at 31st March 2012 ,and also the Statement of Profit and Loss Account and the Cash Flow Statement 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 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 that -

A) As required by the Companies (Auditor's Report) order 2003 and the related amendment to Companies (Auditors Report) order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in paragraphs 4 and S of the said Order, so far as applicable to the Company.

B) Further to our comments in Annexure referred to in paragraph (A) above, we also report that:

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

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

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

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

(e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31s' March, 2012 from being appointed as directors in terms of clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally acelia.

REFERRED TO IN PARAGRAPH (A) IN OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31.03.2012.

1. The Company has maintained all proper records showing full particulars including quantitative details and situation of fixed assets. The management has carried out a physical verification of most of its fixed assets during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such verification, between the physical balances and the fixed asset records, were not material and have been properly dealt with in the books of account. In our opinion, the Company has not disposed off substantial part of fixed assets during the year.

2.

a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) According to the information and explanations given to us, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed during physical verification of inventories as compared to book records were not material and the same have been properly dealt with in the books of account.

3. a) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, Paragraph 4 (iii) (b), (c) and (d) of the order, are therefore not applicable.

b) (i) The Company has not taken interest free unsecured loan from a parties listed in the register maintained under section 301 of the Companies Act, 19S6. The Maximum amount involved during the year in respect of said company and the year end balance of such loan is Rs. 2,67,800/-.

(ii) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions on which loan has been taken are not, prima facie, prejudicial to the interest of the Company.

(iii) In respect of the aforesaid loan, the amount (principal as well as interest) is repayable on demand; the Company is regular in repaying the amounts as and when demanded.

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

5. a) In our opinion and according to the information and explanations given to us, there are no particulars of contracts or arrangements required to be entered into the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, as there are no particulars of contracts or arrangements required to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from public and consequently the provisions ol Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable.

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

8. We have broadly reviewed the books of account maintained by the company in respect of the products where the maintenance of cost records has been prescribed under section 209(1 )(d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records.

9 a) Undisputed statutory dues including Sales Tax and service tax, have not been regularly deposited with the appropriate authorities in time. However, there were delays in deposit of Provident Fund and Employees State Insurance. The amount of Cess for Rs.10995/- is outstanding for a period of more than six months from the date it become payable.

b) According to the information and explanation given to us, no disputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, service tax and Cess were outstanding as at the last day of the financial year concerned for aperiod of more than six months.

10. As at 31st March, 2012 the Company's accumulated losses is not more than fifty percent of net worth. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanation given to us, the Company has not defaulted in repayment of dues to the financial institution and banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks.

14. In our opinion and according to information and explanations given to us, term loans have been applied for the purpose for which the loans were obtained.

15. 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 investments.

16. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956, during the year.

17. No debentures are outstanding in the books of the Company.

18. The Company has notraised funds by Public issue during the year.

19. During the course of our examination of the books and records of the Company, and according to the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed Or reported during the course of our audit. For N.C.AGGARWAL & CO.,

Chartered Accountants

Firm Registration No.003273N

(G.K.AGGARWAL)

Place: New Delhi Partner

Dated: 1st September, 2012 M. No. 086622

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Mar 31, 2010

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

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

We report that-

A) As required by the Companies (Auditors Report) order 2003 and the related amendment to Companies (Auditors Report) order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order, so far as applicable to the Company.

B) Further to our comments in Annexure referred to in paragraph (A) above, we also report that:

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

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

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account of the company.

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

(e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2009 from being appointed as directors in terms of clause

(g) of Sub- Section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with NOTES appearing in SCHEDULE Q 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.

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 Profit and Loss Account, of the Profit of the Company for the year ended on that date and

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

ANNEXURE TO AUDITORS REPORT

REFERRED TO IN PARAGRAPH (A) IN OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31.03.2010.

1. The Company has maintained all proper records showing full particulars including quantitative details and situation of fixed assets. The management has carried out a physical verification of most of its fixed assets during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such verification, between the physical balances and the fixed asset records, were not material and have been properly dealt with in the books of account. In our opinion, the Company has not disposed off substantial part of fixed assets during the year.

2.

a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) According to the information and explanations given to us, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed during physical verification of inventories as compared to book records were not material and the same have been properly dealt with in the books of account.

3. a) As informed to us, the Company has not granted any loans, secured or unsecured to

companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, Paragraph 4 (iii) (b), (c) and (d) of the order, are therefore not applicable.

b) (i) The Company has not taken unsecured loan from a party listed in the register

maintained under section 301 of the Companies Act, 1956. The Maximum amount involved during the year in respect of said company and the year end balance of such loan is Rs. 14,00,000/- and 13,00,000/- respectively.

(ii) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions on which loan has been taken are not, pima facie, prejudicial to the interest of the Company.

(ii) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions on which loan has been taken are not, pima facie, prejudicial to the interest of the Company.

(iii) In respect of the aforesaid loan, the amount (principal as well as interest) is repayable on demand, the Company is regular in repaying the amounts as and when demanded.

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

5. a) In our opinion and according to the information and explanations given to us, there are no particulars of contracts or arrangements required to be entered into the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, as there are no particulars of contracts or arrangements required to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from public and consequently the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable.

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

8. We have broadly reviewed the books of account maintained by the company in respect of the products where the maintenance of cost records has been prescribed under section 209(1 ){d) of the Companies Act, 1956. We are of the opinion that prima-facie the pre scribed accounts and records have been maintained. We have not, however made a detailed examination of the records.

9 a) Undisputed statutory dues including Sales Tax, Income Tax, Custom duty, Excise Duty

and service tax, have not been regularly deposited with the appropriate authorities in time. However, there were delays in deposit of Provident Fund and Employees State Insurance. The amount of Cess for Rs.11,031/-, Provident Fund (including Administrative charges) for Rs.38,800/- and Employees State Insurance for Rs. 13,623/- respectively as at 31s1 March 2009 is outstanding for a period of more than six months from the date it become payable.

b) According to the information and explanation given to us, no disputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, and Wealth tax, Custom Duty, Excise Duty, service tax and Cess were outstanding as at the last day of the financial year concerned for a period of more than six months.

10. As at 31* March, 2009 the accumulated losses of the Company are not more than fifty per cent of its net worth. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanation given to us, the Company has not defaulted in repayment of dues to the financial institution and banks

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks.

14. In our opinion and according to information and explanations given to us, term loans have been applied for the purpose for which the loans were obtained.

15. 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 investments.

16. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956, during the year.

17. No debentures are outstanding in the books of the Company.

18. The Company has not raised funds by Public issue during the year.

19. During the course of our examination of the books and records of the Company, and according to the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For N.CAGGARWAL & CO., Chartered Accountants

(GK.AGGARWAL)

Partner

M.No.086622

Place: New Delhi

Dated: 1st September, 2010