Auditor Report of NEPC Textiles Ltd.

Sep 30, 2013

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th Setember 2013, the Profit and Loss Account for the period from October2012 to September 2013 and the cash flow statement annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in para (3) 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, the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in Section 133 of the Companies Act,2013 (corresponding to sub-section 3 (C) of Section 211 of the Companies Act, 1956 ) to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2013 from being appointed as directors in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Note- 10.

Point No. 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2013.

The Sundry creditors and Loans and advances figures (including inter-company balances) mainly consist of opening balances brought forward from earlier years, which are not confirmed by the Management. The Management is in the process of reconciliation / getting confirmation of the accounts. we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The impact thereof on profit / loss and liabilites cannot be quantified due to non-completion of reconciliation by the mangement (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies in Note - 10. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present and ture and fair view in conformity with the accounting priniciples generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affairs of the Company as at 30th September 2013.

ii) In so far as it relates to the Profit and Loss account, of the profit of the Company for the period from October 2012 to September 2013 and

iii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period from October 2012 to September 2013.

ANNEXURE TO THE AUDITOR'S REPORT

(Refer Paragraph 2 of our Report of even date)

1. 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) In our opinion, the company has not disposed off substantial part of fixed assets during the year.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

3. a) The Company has not granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the information and explanation given to us.

b) As per the accounts and records made available to us, the Company has not granted any loans secured or unsecured to companies, firms and other parties listed in the register mainained under section 301 of the Companies Act, 1956.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review.

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 nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

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

7. According to the information and explanations given to us there are undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Income Tax, and Sales Tax which are outstanding for a period of more than 6 months from the date they became payable. Amount un-ascertainable.

8. The company has accumulated losses (refer note no: 3(ii)). The Company has not incurred cash losses during the period.

9. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities.

10. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

11. The company is not dealing in or trading in shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

12. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

13. The company has not raised any new term loans during the year.

14. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the year.

For M/s M.Dinesh Kumar & Co. Chartered Accountants

Sd/-

Membership No:222084

Chennai 15th November, 2013

---

Sep 30, 2012

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th Setember 2012, the Profit and Loss Account for the period from October2011 to September 2012 and the cash flow statement annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in para (3) 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, the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 3 (C) of Section 211 of the Companies Act, 1956 to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS 15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2012 from being appointed as directors in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Schedule 19.

Note No. 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2012.

The Sundry creditors and Loans and advances figures (including inter-company balances) mainly consist of opening balances brought forward from earlier years, which are not confirmed by the Management. The Management is in the process of reconciliation / getting confirmation of the accounts, we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The impact thereof on profit / loss and liabilites cannot be quantified due to non-completion of reconciliation by the mangement (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies in Schedule - 19. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present and ture and fair view in conformity with the accounting priniciples generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affairs of the Company as at 30th September 2012.

ii) In so far as it relates to the Profit and Loss account, of the profit of the Company for the period from October 2011 to September 2012 and

iii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period from October 2011 to September 2012.

ANNEXURE TO THE AUDITOR''S REPORT

(Refer Paragraph 2 of our Report of even date)

1. 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) In our opinion, the company has not disposed off substantial part of fixed assets during the year.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

3. a) The Company has not granted a taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the information and explanation given to us.

b) As per the accounts and records made available to us, the Company has not granted any loans secured or unsecured to companies, firms and other parties listed in the register mainained under section 301 of the Companies Act, 1956.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review

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 nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

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

7. According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Customs duty, Excise duty, Income Tax, Sales Tax, Wealth Tax, Cess which are outstanding for a period of more than 6 months from the date they became payable.

8. The company has accumulated losses (refer note no: 3(ii)). The Company has not incurred cash losses during the period.

9. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities.

10. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

11. The company is not dealing in or trading in shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

12. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

13. The company has not raised any new term loans during the year.

14. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the year.

15. The company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

16. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of the Order are not applicable to the company.

17. The company has not raised any money by public issues during the year.

18. To the best of our knowledge and belief and 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 A. NAGESWARAN

CHARTERED ACCOUNTANT (FR.No:004317S)

Membership No :200/23911

Coimbatore

29th October, 2012

---

Sep 30, 2011

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th September 2011, the Profit and Loss Account for the period from 0ctober2010 to September 2011 and the cash flow statement annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in para (3) 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, the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 3 (C) of Section 211 of the Companies Act, 1956 to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2011 from being appointed as directors in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Schedule 19.

Note No. 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2011.

The Sundry creditors and Loans and advances figures (including inter-company balances) mainly consist of opening balances brought forward from earlier years, which are not confirmed by the Management. The Management is in the process of reconciliation / getting confirmation of the accounts, we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The impact thereof on profit / loss and liabilites cannot be quantified due to non-completion of reconciliation by the management (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies in Schedule - 19. In our opinion and to the best of our, information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present and tore and fair view in conformity with the accounting priniciples generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affirm of the Company as at 30th September 2011.

ii) In so far as it relates to the Profit and Loss account, of the loss of the Company for the period from October 2010 to September 2011 and

iii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period from October 2010 to September 2011.

NEPC TEXTILES LIMITED

ANNEXURE TO THE AUDITOR'S REPORT

(Refer Paragraph 2 of our Report of even date)

1. 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) In our opinion, the company has not disposed off substantial part of fixed assets during the year.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

3. In respect of loans, Secured or unsecured, granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the information and explanation given to us:-

a) The Company has given interest free loans/advances to the companies aggregating to Rs. 295.44 lakhs, subject to reconciliation. The management is in the process of reconciliation of loans and advances.

b) The Terms & Conditions of such loans / advances are, in our opinion, prima facie, not prejudicial to the interest of the Company.

c) In the absence of schedule for the repayment of the said advances, the regularity of the repayment of the same cannot be commented upon.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review.

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 nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

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

7. We have not carried out a limited review of the books of accounts and cost records maintained by the company, due to lock-out pursuant to the rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records were maintained. We have not, made a detailed examination of the same.

8. According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Customs duty, Excise duty, Income Tax, Sales Tax, Wealth Tax, Cess which are outstanding for a period of more than 6 months from the date they became payable other than amounts disclosed below:-

S. Name of the Nature of Amount Period to which Due Date Statues Dues (Rs) the amount relates (FY)

346049 up to 2006 7th of the following 1 Income Tax Act, TDS month of 1961 *-* April 07 - Sep 10 dedn.

831226 2003 - 2004

704107 2004 - 2005 15th of the follwoing 2 PF Act. 1971 PF Dues 3803636 2005 - 2006 month of dedn. 2192202 2006 - 2007

*-* April 07 - Sep 10

*The details are not ascertainable due to Company lock-out during the period.

According to the information given to us, there are no disputed amounts payable towards Income tax or other statutory dues mentioned in point 8.

The company has taken approval from the concerned authorities to pay the PF dues within a period of time. However, a case is lying in the Tribunal against this order.

9. The company has accumulated losses (refer note no: 3(ii)). The Company has incurred cash losses during the period.

10. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities.

11. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

12. The company is not dealing in or trading in shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

13. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

14. The company has not raised any new term loans during the year.

15. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the year.

16. The company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of the Order are not applicable to the company.

18. The company has not raised any money by public issues during the year.

19. To the best of our knowledge and belief and 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 A. NAGESWARAN

CHARTERED ACCOUNTANT (FR.No: 004317S)

Membership No :200/23911

Coimbatore

28th October, 2011

---

Sep 30, 2010

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th September 2010. the Profit and Loss Account for the period from 0ctober2009 to September 2010 and the cash flow statement annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to egress an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to In para (3) 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, the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 3 (C) of Section 211 of the Companies Act, 1956 to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2010 from being appointed as directors in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Schedule 19.

Note No. 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2010.

The Sundry creditors and Loans and advances figures (including inter-company balances) mainly consist of opening balances brought forward from earlier years, which are not confirmed by the Management. The Management is in the process of reconciliation / getting confirmation of the accounts, we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The Impact thereof on profit / loss and liabilities cannot be quantified due to non-completion of reconciliation by the management (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies in Schedule -19. In our opinion and to the best of our Information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present and true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affirs of the Company as at 30th September 2010.

ii) In so far as it relates to the Profit and Loss account, of the loss of the Company for the period from October 2009 to September 2010 and

ii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period from October 2009 to September 2010.

ANNEXURE TO THE AUDCTOR'S REPORT (Refer Paragraph 2 of our Report of even date)

1. 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) In our opinion, the company has not disposed off substantial part of fixed assets during the year.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

3. In respect of loans, Secured or unsecured, granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the Information and explanation given to us

a) The Company has given interest free loans/advances to the companies aggregating to Rs. 295.44 lakhs, subject to reconciliation. The management is in the process of reconciliation of loans and advances.

b) The Terms & Conditions of such loans / advances are, in our opinion, prima facie, not prejudicial to the interest of the Company.

c) In the absence of schedule for the repayment of the said advances, the regularity of the repayment of the same cannot be commented upon.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review.

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 nature of its business for the purchase of Inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in Internal control.

5. The company has not accepted any deposits from the public. -

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

7. We have not carried out a limited review of the books of accounts and cost records maintained by the company, due to lock-out pursuant to the rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records were maintained. We have not, made a detailed examination of the same.

8. According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Customs duty, Excise duty, Income Tax, Sales Tax, Wealth Tax, Cess which are outstanding for a period of more than 6 months from the date they became payable other than amounts disclosed below:-

S. No. Name of the Nature of Amount Period to which Statues Dues (Rs.) the amount relates Due Date (FY)

346049 up to 2006 7th of the 1 Income Tax Act, TDS following month of 1961 *-* April 07- Sep 10 dedn. 831226 2003 - 2004

704107 2004 - 2005 15th of the

2 PF Act. 1971 PF Dues 3803636 2005 - 2006 following month of 2192202 2006 - 2007 dedn.

*-* April 07- Sep 10

* The details are not ascertainable due to Company lock-out during the period.

According to the information given to us, there are no disputed amounts payable towards Income tax or other statutory dues mentioned in point 8.

The company has taken approval from the concerned authorities to pay the PF dues within a period of time. However, a case is lying in the Tribunal against this order.

9. The company has accumulated losses (refer note no: 3(ii)). The Company has incurred cash losses during the period.

10. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities.

11. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

12. The company is not dealing in or trading in shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

13. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

14. The company has not raised any new term loans during the year.

15. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the year.

16. The company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of the Order are not applicable to the company.

18. The company has not raised any money by public issues during the year.

19. To the best of our knowledge and belief and 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 A. NAGESWARAN

CHARTERED ACCOUNTANTS (FR.No: C04317S)

Membership No:

Coimbatore

30th October, 2010

---

Sep 30, 2009

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th September 2009, the Profit and Loss Account for the period from October 2008 to September 2009 and the cash flow statement annexed thereto. These financial statements are the responsibility of t the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in para (3) 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, the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 3 (C) of Section 211 of the Companies Act, 1956 to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th September 2009 from being appointed as directors in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Schedule 19.

Note No 3 to 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2009.

The Sundry creditors and Loans and advances figures brought forward from earlier years, which are not confirmed by the Management. The Management is in the process of reconciliation / getting confirmation of the accounts, we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The impact thereof on profit / loss and liabilities cannot be quantified due to non-completion of reconciliation by the management (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies in Schedule -19. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present and true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affairs of the Company as at 30th September 2009.

ii) In so far as it relates to the Profit and Loss account, of the loss of the Company for the period from October 2008 to September 2009 and

iii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period from October 2008 to September 2009.

ANNEXURE TO THE AUDITOR'S REPORT

(Refer Paragraph 2 of our Report of even date)

1. 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) In our opinion, the company has not disposed off substantial part of fixed assets during the year.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

In respect of loans, Secured or unsecured, granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 156 according to the information and explanation given to us.

a) The Company has given interest free loans/advances to the companies aggregating to Rs.295.44 lakhs, subject to reconciliation. The management is in the process of reconciliation of loans and advances.

b) The Terms & Conditions of such loans / advances are, in our opinion, prima facie, not prejudicial to the interest of the Company.

c) In the absence of schedule for the repayment of the said advances, the regularity of the repayment of the same cannot be commented upon.

Based on the information / explanation given to us, there were no transactions involving purchase , or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the year under review.

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 nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

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

7. We have carried out a limited review of the books of accounts and cost records maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records were maintained. We have not, however, made a detailed examination of the same.

8. According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Customs duty, Excise duty, Income Tax, Sales Tax, Wealth Tax, Cess which are outstanding for a period of more than

6 months from the date they became payable other than amounts disclosed below:-

S.No. Name of the Nature of Amount statues Dues (Rs)

1. Income Tax Act TDS 346049

831226

704107

2. PF Act 1971 PF Dues 3803838

2192202

756345

3. ESIC Act, 1948 ESI Dues 574043



Name of The Statues period to which Due Date the amount relates (FY)

Income Tax Act, 1961 UP TO 2008 7th of the following month of April 07-Mar 08 dedn

2003-2004

PE Act 1971 2004-2005 2005-2006

2006-2007 15th of the

April 07-Sep 08 following month of dedn

ESIC Act, 1948 2006-2007 15th of the following month of dedn April 07- Sep08



The details are not ascertainable due to labour unrest during the period.

According to the information given to us, there are no disputed amounts payable towards Income tax or other statutory dues mentioned in point

8.The company has taken approval from the concerned authorities to pay the PF dues within a period of time. However, a case is lying in the Tribunal against this order.

9. The company has accumulated losses (refer note no: 3(H)). The Company has incurred any cash losses during the year.

10. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities.

11. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

12. The company is not dealing in or trading in shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

13. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

14. The company has not raised any new term loans during the year.

15. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the year.

15. The company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of the Order are not applicable to the company.

18. The company has not raised any money by public issues during the year.

13. To the best of our knowledge and belief and 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 Swamy & Ravi Chartered Accountants

Sd/-

S. Ravichandran

Partner

Membership No. 23783

Coimbatore

Date: 30th October, 2009

---

Sep 30, 2008

1. We have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30th September 2008, the Profit and Loss Account of the Company for the period April-2007 to Septmber-2008 annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditor's 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 enclose in Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in para (3) above.

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as It appears from Our examination of those books.

c) The Balance Sheet the Profit & Loss Account 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 Profit & Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 3 (C) of Section 211 of the Companies Act, 1956 to the extent made mandatory, except with respect to Provision of Retirement benefits on accrual basis which is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof on Profit/loss and Liabilities cannot be quantified because the retirement benefits provision amount could not be ascertained.

e) Based on the written representations received from the directors and taken on record by the , Board of Directors, we report that none of the directors are disqualified as on ', 30th September 2008 from being appointed as directors in terms of clause (g) of sub-section 1 / of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following note in Schedule 19.

Note No 3 to 4 it was not possible for us to obtain external confirmations about accounts receivable, accounts payable, loans and advance, deposits and the balances as on 30th September 2008 amounting as follows ;-

Loans and Advances - Rs.300.89 lakhs

Accounts receivable - Rs.8.23 lakhs

Account Payable - Rs.45.38 lakhs 4

Statutory and other Liabilities - Rs.139.67 lakhs

The Sundry creditors and Loans and advances figures consist of opening balances brought forward from earlier years, which are not confirmed by the Management The Management Is in the process of reconciliation / getting confirmation of the accounts, we are unable to determine whether any adjustments might have been found necessary, as the result of the above. The Impact thereof on profit / loss and liabilities cannot be quantified pending completion of reconciliation by the management.

Subject to the above notes and their consequential effect on the respective assets and liabilities and also on the Profit for the year and together with the notes and accounting policies In Schedule -19. In our opinion and to the best of our Information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 In the manner so required and present and true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affirms of the Company as at 30th September 2008.

ii) In so far as it relates to the Profit and Loss account, of the loss of the Company for the period ended from April 2007 to September 2008.

ill) In the case of Cash Flow Statement the Cash Flows of the Company for the period ended from April 2007 to September 2008.

ANNEXURE TO THE AUDITOR'S REPORT (Refer Paragraph 2 of our Report of even date)

1. 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) As explained to us, Fixed assets were physically verified by the management during the period. No material discrepancies were noticed on such verification.

c) In our opinion, the company has not disposed off substantial part of fixed assets during the - period.

2. In respect of inventories

a) As explained to us, the inventories have been physically verified at regular intervals during the period by the Management.

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 are reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks as compared to book records.

3. In respect of loans, Secured or unsecured, granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act. 1956 according to the information and explanation given to us.

a) The Company has given loans / advances to the companies aggregating to Rs.300.89 lakhs, subject to reconciliation.

b) The Terms & Conditions of such loans / advances are, in our opinion, prima facie, not prejudicial to the interest of the Company.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review.

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 nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

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

7. We have carried out a limited review of the books of accounts and cost records maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act 1958 and we are of the opinion that prima facie the prescribed accounts and records were maintained. We have not, however, made a detailed examination of the same.

8. According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, customs duty, Excise duty, Income Tax, Sales Tax, Wealth Tax, Cess which are outstanding for period of more than 6 months from the date they became payable other than amounts disclosed below:-

S.No. Name of the Nature of Amount statues Dues (Rs)

1. Income Tax Act TDS 346049

831228

704107

2. PF Act 1971 PF Dues 3803838

2192202

- 3. ESIC Act 1948 ESI Dues 756345



Name of The Statues period to which Due Date the amount relates (FY)

Income Tax Act, 1961 UP TO 2008 7th of the following month of April 07-Mar 08 dedn

2003-2004

PF Act 1971 2004-2005 2005-2006

2006-2007 15th of the

April 07-Sep 08 following month of dedn

ESIC Act, 1948 2006-2007 15th of the following month of dedn April 07- Sep08

The details are not presently ascertainable due to labour unrest In the Textile Mill

According to the information given to us, there are no disputed amounts payable towards Income tax and under ESI Act. Regarding PF there is a dispute regarding the amount payable. The Ld 1st Sub Ordinate Judge had given an order directing the PF authority either to refund the money or adjust it against the dues of the company.

The company has taken approval to pay the PF dues within a period otime. The company is paying the ESI dues in installments. '

9. The company does not have any accumulated losses (refer note no: 3(H)). The Company has not incurred any cash losses during the period and the earlier year.

10. The company has not granted loans and advances on the basis of securities by way of pledge of shares and other securities. I « .

11. The company is not a chit fund or a nldhl/mutual benefit fund society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company. '

12. The company is not dealing in or trading In shares and securities and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

13. According to the information given to us, the company has not given guarantees for loans taken by others from Banks and other Financial Institutions.

14. The company has not raised any new term loans during the period.

15. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments or vice-versa during the period.

16. The company has not made preferential allotment of shares during the period to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of the Order are not applicable to the company.

18. The company has not raised any money by public issues during the period.

19. To the best of our knowledge and belief and 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 Swamy & Ravi

Chartered Accountants

Sd/-

S. Ravlchandran

Partner

Membership No. 23783

Coimbatore

Date: 6th October, 2008