Auditor Report of Vogue Textiles Ltd.

Mar 31, 2015

I have conducted audited the accompanying financial statement of M/s Vogue Textiles Limited " the Company"), which comprise the Balance Sheet as at 31st March, 2015, , the Statement of profit and loss and Cash Flow Statement for the year than ended.

Management 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 flow of the Company in accordance with the Accounting Standards notified under the Companies Act,1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act,2013 in terms of General Circular 15/2013 dated September13,2013 of the Ministry of Corporate Affairs) .The 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.

Auditor Responsibility

Our responsibility is to express as opinion on these financial based on our audit . We conducted our audit in accordance with the Standard 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 statement are free form material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements . The procedures selected depend on the auditor's judgment's including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error. In making those risk preparation and presentation of the financial statements of the in order to design audit procedures that are appropriate in the circumstance , but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our and to the best of our information and according to the explanation 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 principals generally accepted in India:

(i) In case of the Balance Sheet, of the state of affairs of the Company as at March,31,2015.

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

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

Report on Other Legal and Regulatory Requirements.

1. As required by the manufacturing and other companies (Auditor's Report) Order, 2003 issued by the Company Law Board interims of Section 227 (4) of the Companies Act, 1956, we annex thereto a statement on the matter specified in paragraph 4 & 5 of the said order.

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

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appear from our examination of the books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash flow statement comply with the Accounting Standards notified under the Act, ( Which continue to be applicable in respect of Section 133 of Companies Act,2013 in terms of General Circular15/2013 dated September,13,2013 of the Ministry of Corporate Affairs.

On the basis of written representation received from the directors, as on 31st March 2015 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of clause (g) of subsection (1) of section 274(1) ( of the Companies Act, 1956;

(v) In our opinion and to the best of our information and according to the explanation given to us, in manner so required and give a true and fair view in conformity with the accounting principle accepted in India:

(a) In the case of Balance Sheet, of the state of affair of the company as at 31st March 2015

(b) In the case of the Profit and Loss account, of the Profit/Loss for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR S 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 proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed upon such verification.

2. (a) Physical verification of inventory has been conducted at reasonable intervals by the management at site.

(b) The Procedures of physical verification of inventory are followed by the management reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification and we have received written declaration for the same.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act.

(b) Since the company has not granted any loan. So this point is not applicable on the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets & for sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control of the Company.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 and any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

6. As per information and explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (1)of section 148 of the Act.

7. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us there were no outstanding statutory dues(except Environment and health cess) as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there is no dues payables in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any disputes except the following-

8. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bankordebenture holders.

9. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

10. Based on our audit procedures and on the information given by the management, we report that the Company has not raised any term loans during the year and no long term loan is outstanding.

11. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bahl & Batra Chartered Accountants (Registration No. 18250N)

Place: New Delhi (RajeshBahl) Date: 03th October, 2015 Partner Membership. No.: 83700

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Mar 31, 2014

We have audited the accompanying financial statement of (M/s Vogue Textiles Limited " the Company"), which comprise the Balance Sheet as at 31st March, 2014,, the Statement of profit and loss and Cash Flow Statement for theyearthan ended.

Management Responsibility forthe 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 flow of the Company in accordance with the Accounting Standards notified under the Companies Act,1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act,2013 in terms of General Circular 15/2013 dated September13,2013 of the Ministry of Corporate Affairs) The 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.

Auditor Responsibility

Our responsibility is to express as opinion on these financial based on our audit . We conducted our audit in accordance with the Standard 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 statement are free form material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements . The procedures selected depend on the auditor''s judgment''s including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error. In making those risk preparation and presentation of the financial statements of the in order to design audit procedures that are appropriate in the circumstance , but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our and to the best of our information and according to the explanation 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 principals generally accepted in India:

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

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

iii) In the case of the Cash Flow Statements , of the cash flow of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements.

1. As required by the manufacturing and other companies (Auditor''s Report) Order, 2003 issued by the Company Law Board interims of Section 227 (4) of the Companies Act, 1956, we annex thereto a statement on the matter specified in paragraph 4 & 5 of the said order.

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

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appear from our examination of the books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash flow statement comply with the Accounting Standards notified under the Act, ( Which continue to be applicable in respect of Section 133 of Companies Act,2013 in terms of General Circular15/2013 dated September,13,2013 of the Ministry of Corporate Affairs.

On the basis of written representation received from the directors, as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of subsection (1) of section 274(1) ( of the Companies Act, 1956;

(v) In our opinion and to the best of our information and according to the explanation given to us, in manner so required and give a true and fair view in conformity with the accounting principle accepted in India: (a)ln the case of Balance Sheet, of the state of affair of the company as at 31st March 2014

(b) ln the case of the Profit and Loss account, of the Profit/Loss for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR''S REPORT TO THE MEMBERS OF VOGUE TEXTILES LIMITED (Referred to in paragraph 3 of our report of even date)

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program me of verification which, in our opinion, is reasonable having regard to the size of the company and the returns of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any plant and machinery, according to the information and explanation given to us.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

(iii) The company had not taken any loan during the year from companies covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) No transactions have been entered during the year in the register maintained in pursuance of Section 301 of the Companies Act,1956 and based on the audit procedures applied by us and according to the information and explanations given and the representations made to us, we have not come across any transaction that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956 Accordingly, sub-clause (b) is not applicable.

(vi) The Company has not accepted any deposit under Section 58(A) of the company act.1956, during the year.

(vii) In our Opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company has not maintained the books of accounts relating to materials, labour and other items of cost pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to information and explanations given to us, Company is having an Income Tax demand of Rs. 6.24 Lacs raised by department, out of which 3.13 Lacs (50%) is deposited by Company and has appealed against the order. In a Service Tax related matter company has contested the penalty of Rs. 1.25 Lacs imposed by department in the Tribunal. There were no Sales Tax, wealth tax, Custom duty, or cess were in arrear, as at March 31st, 2014.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tex, excise duty, and cess, which have not been deposited on account on any dispute.

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues toafinancial institution, bankor debenture holder.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short term basis haven been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xx) The company has not raised money from public in public issue.

(XXI) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit

For Bahl & Batra Chartered Accountants (Registration No. 18250N)

Place: New Delhi (Rajesh Bahl) Date: 12th August, 2014 Partner Membership. No.: 83700

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Mar 31, 2013

We have audited the attached balance sheet of M/s vogue Textiles Limited as on 31st March,2013 and the attached profit and loss account of the company for the year ended on that date annexed there of theses financial statements are the responsibility of the company''s management Our responsibility financial statements statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those financial statements are free of material misstatement An audit including reasonable assurance about whether the supporting the amount and disclosure in the financial statements An audit examining-on a test bus''s. evidence accounting principles used and significant estimates mad eye management includes assessing ,he financial statement presentation. We believe that our audit provide We believe that our audit provides a reasonable basic for our opinion.

2. As required by the manufacturing and other reasonable basis for our opinion. Company Law Board interims of Section 227 (4) of the companies Act,1956 we annex thereto a statement Report) 0rder'' 2003 issued by the on the matters our specified in the Annexure 4& 5 pf the said order.

3. Further to our comments in the Annexure referred to in paragraph 1 above

1. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion proper books of accounts as required by law have been kept by the company so far as appear from our examination of the books:

iii) The Balance sheet and profit and loss Account seal with by the report are in agreement with the books of accounts.

iv) In our opinion the Balance sheet and the profit and loss Account complies with the mandatory Accounting standards referred to in section 211 (3C) of companies Act,1956.

On the basis of written representation received from the directors is disqualified as on 31st March 2013 from by the Board of Directors we report that none of the directors is disqualified as on in terms of clause (g) of subsection (1) of section 274 of the companies ACT,1956;

(V) In our opinion and to the best of our information and according to the explanation given to us in manner so required and give a true and fair view in conformity with the accounting principle accepted in India; (a) In the case of the Profit Sheet of the state of affair of the company as at 31st March 2013

(b) In the case of the profit and loss account of the profit/loss for the year ended on that date; and

(c) In the case of the cash flow statement of the cash flow for the year ended on that date;

TO THE MEMBERS OF VOGUE TEXTILES LIMITED

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

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program me of verification in our opinion is reasonable in including quantitative detail and full All the assets have not been physically verified by the on such verification.

(c) During the year the company has disposed off some part of the plant and machinery Accounting to the information and explanation given concern statues of the company.

(ii) (a) The Inventory has been physically verified during the year by the management in our opinion the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the management in our opinion the frequency of verification is reasonable.

(c) The company is maintaining proper records of inventory The discrepancies noticed on verification between the physically stocks and the books records were not material.

(iii) The Company had not taken any loan from companies covered in the register maintained under section 301 of the companies Act,1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the sale of goods During the course of our audit we have not observed any containing failure to correct major weaknesses in internal controls.

(v) No transactions have been entered during the year in the register maintained in pursuance of section 301 of the companies Act,1956 and based on the audit procedures applied by us and according to the information and explanations given and the representations made to us we have not come across any transaction that need to sub-clause into the register maintained in pursuance of section 301 of the companies Act,1956 ACCORINGLY SUB-CLAUSE (B) IS NOT APPLICABLE

(VI) In our opinion and according to the information and explanting given to us the company has complied with the provision of section 58 A and 58 AA of the companies Act,1956 and the companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public No order has been passed by the Company Law Board.

(vii) In our opinion the company has an internal audit system commensurate with the size and nature of its business.

(viii) The company has not maintained the books of accounts relating to materials labor and other items of coat pursuant to the rules made by the central government for the maintained of cost records under section 209 (1) (d) off the rules companies Act,1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund investor education protection fund employees state insurance income tax, sales tax wealth tax, custom duty excise duty cess and other material statutory dues applicable to it.

(b) According to information and explanations given to us company is having an income tax demand of Rs, 6.24 Lacs raised by department, out of which 3.13 Lacs (50%) is deposited by Company and has appealed against the order. In a Service Tax related matter company has contested the penalty of Rs. 1.25 Lacs imposed by department in the Tribunal. There were no Sales Tax, wealth tax. Custom duty, or cess were in arrear, as at 31st March 2013.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax. excise duty, and cess, which have not been deposited on account on any dispute

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments.

Accordingly, the provision of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short term basis haven been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

(xvii) According to information and explanations given to us. the company has not made any preferential allotment of shares to parties and companies covered in the register under section 301 of the Act. xix) According to the information and explanations given to us. during the period covered by our audit report, the company had not issued any debentures.

(xx) The company has not raised money from public in public issue.

According to the information and explanation given to us. no fraud on or by the company has been noticed or reported during the course of our audit.

For Bahl & Batra

Chartered Accountants

Firm Regd. No. 18250N

For Vogue Textiles Limited

(Rajesh Bahl)

Place: New Delhi

Date:20 August 2013 Managing Director partner

Membership No.: 83700

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Mar 31, 2012

We have audited the attached balance sheet of M/s Vogue Textiles Limited as on 31st March, 2012, and the , attached profit and loss account 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.

1. 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 amount and disclosure 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.

2. As required by the manufacturing and other companies (Auditor's Report) Order, 2003 issued by the Company Law Board interims of Section 227 (4) of the Companies Act, 1956, we annex thereto a statement on the matter specified in paragraph 4 & 5 of the said order.

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

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appear from our examination of the books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and the Profit and Loss Account complies with the mandatory Accounting Standards referred to in Section 211 (3c) of Companies Act 1956.

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

(v) In our opinion and to the best of our information and according to the explanation given to us, in manner so required and give a true and fair view in conformity with the accounting principle accepted in India:

a) In the case of Balance Sheet, of the state of affair of the company as at 31" March 2012

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

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

ANNEXURE TO THE AUDITOR'S REPORT

TO THE MEMBERS OF VOGUE TEXTILES LIMITED

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

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

b) All the assets have not been physically verified by the management during the year but there is a regular program me of verification which, in our opinion, is reasonable having regard to the size of the company and the returns of its assets. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off a major part of the plant and machinery. According to the information and explanation given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company.

(ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

(iii) The company had not taken any loan from companies covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) No transactions have been entered during the year in the register maintained in pursuance of Section 301 of the Companies Act,1956 and based on the audit procedures applied by us and according to the information and explanations given and the representations made to us, we have not come across any transaction that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 Accordingly, sub-clause (b) is not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provision of section 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board.

(vii) In our Opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company has not maintained the books of accounts relating to materials, labour and other items of cost pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to information and explanations given to us, Company is having an Income Tax demand of Rs. 6.24 Lacs raised by department, out of which 3.13 Lacs (50%) is deposited by Company and has appealed against the order. In a Service Tax related matter company has contested the penalty of Rs. 1.25 Lacs imposed by department in the Tribunal. There were no Sales Tax, wealth tax, Custom duty, or cess were in arrear, as at 31st March 2012.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty, and cess, which have not been deposited on account on any dispute.

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth, The company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial instructions are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short term basis haven been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xx) The company has not raised money from public in public issue.

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



For Bahl & Batra Chartered Accountants

(Rajesh Bahl) Partner M.No. : 83700

Place: New Delhi Date : 17th August, 2012

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Mar 31, 2011

We have audited the attached balance sheet of M/s Vogue Textiles Limited as on 31st March, 2011, and the attached profit and loss account 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.

1. 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 amount and disclosure 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.

2. As required by the Manufacturing and other companies (Auditor's Report) Order, 1988 issued by the Company Law Board interims of Section 227 (4) of the Companies Act, 1956, we annex thereto a statement on the matter specified in paragraph 4 & 5 of the said order.

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

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

ii) . In our opinion, proper books of accounts as required by law have been kept by the company, so far as appear from our examination of the books;

iii) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts;

iv) In our opinion, the Balance Sheet and the Profit and Loss Account complies with the mandatory Accounting Standards referred to in Section 211 (3c) of Companies Act 1956.

On the basis of written representation received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

v) In our opinion and to the best of our information and according to the explanation given to us, in manner so required and give a true and fair view in conformity with the accounting principle accepted in India:

a) In the case of Balance Sheet, of the state of affairs of the company as on 31st March 2011 (b) In the case of the Profit and Loss account, of the Profit / Loss for the year ended on that date; and c) In the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT TO THE MEMBERS OF VOGUE TEXTILES LIMITED

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

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

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the returns of its assets. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off a major part of the plant and machinery. According to the information and explanation given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company.

(ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

(iii) The company had not taken any loan from companies covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) No transactions have been entered during the year in the register maintained in pursuance of Section 301 of the Companies Act, 1956 and based on the audit procedures applied by us and according to the information and explanations given and the representations made to us, we have not come across any transaction that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956. Accordingly, sub-clause (b) is not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provision of section 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board.

(vii) In our Opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company has not maintained the books of accounts relating to materials, labour and other items of cost pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, and cess were in arrear, as at 31st March 2011 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth.The company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us an on an overall examination of the balance sheet of the company, we report that the no funds raised on short term basis haven been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xx) The company has not raised money from public in public issue.

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

For BAHL & BATRA Chartered Accountants

(RAJESH BAHL) Partner M.No.: 83700

Place: New Delhi Date : 17th August, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s Vogue Textiles Limited as on 31st March 2010 and also the Profit & Loss account and cash flow statement for the year ended on that date, both 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.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit 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.

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

3. Further to our comments in the annexure referred to in paragraph 3 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, 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, Profit & Loss account and Cash Flow statement dealt with by report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss account and Cash FJow statement dealt with by this report 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 is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

f) In our opinion and to the best of our information and according to the explanations given to us, the

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 accepted in India.

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

b. In the case of the Profit &, Loss account, of the profit of the company 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.

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF VOGUE TEXTILES LIMITED

(Referred to in our Report of even date)

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

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the returns of its assets. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off a major part of the plant and machinery. According to the information and explanation given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company.

(ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

(iii) The company had not taken any loan from companies covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) No transactions have been entered during the year In the register maintained in pursuance of Section 301 of the Companies Act, 1956 and based on the audit procedures applied by us and according to the information and explanations given and the representations made to us, we have not come across any transaction that need to be entered into the register maintained In pursuance of Section 301 of the Companies Act, 1956. Accordingly, sub-clause (b) is not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provision of section 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board.

(vii) In our Opinion, the company has an internal audit system commensurate with the size and nature of Its business.

(viii) The Company has not maintained the books of accounts relating to materials, labour and other items of cost pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(Ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duly, and cess were in arrear, as at 31 st March 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute,

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments.

Accordingly, the provision of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvi) According to the information and explanations given to us an on an overall examination of the balance sheet of the company, we report that the no funds raised on short term basis haven been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

(xvii) According to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register under section 301 of the Act.

(xvlii) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xix) The company has not raised money from public in public issue.

(xx) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For BAHL&BATRA

Chartered Accountants

Place : New Delhi (RAJESH BAHL)

Date: 14th August, 2010 Partner

M.No.: 83700