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Brandhouse Retails Ltd. Auditor Report
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Year End :2013-03 
We have audited the accompanying financial statements of Brand house Retails Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and Other Explanatory Information.

Management's responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditors' responsibility

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

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

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

opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss 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.

emphasis of Matter

We draw attention to:

1. Note 39 of the financial statements with regard to the Company facing mismatch in its cash flows and in case the required financial resources are not raised on a timely basis, the operations of the Company may get impacted, thereby affecting the assumption of going concern.

2. Note 29 to the financial statements, wherein in respect of the outstanding trade receivables, which are pending for confirmation, reconciliation and consequential adjustments, if any, the Company is of the opinion that the same are not likely to be material given the nature and size of its operations and hence no additional provision is required to be made.

Our opinion is not qualified in respect of the matters stated above report on other legal and regulatory requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Note 38 to the financial statements, wherein in the Company has not complied with Section 292A of the Companies Act, 1956 and the same is pending regularization as at the Balance Sheet date.

annexure To auditors' report

[referred to in paragraph 1 under 'report on other legal and regulatory requirements' in the independent auditors' report of even date to the members of brand house retails limited on the financial statements for the year ended 31st March, 2013]

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

(b) The Company has a regular programme of verification of fixed assets wherein all fixed assets are verified once in a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) The inventories has been physically verified by the management during the year as well as by an independent Chartered Accountant firm on which we have relied upon. In our opinion, the frequency of such 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 inventories and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions stated in paragraph 4 (iii) (b), (c) and (d) of the order are not applicable.

(e) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions stated in paragraph 4 (iii) (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the internal control system prevailing in the Company needs to be strengthened so as to make it commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of audit, we have not observed continuing failure to correct any major weaknesses in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rs. five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) The Company has an internal audit system, which, in our opinion, requires to be strengthened to make it commensurate with the size and nature of its business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax customs duty, excise duty, cess have not been regularly deposited with the appropriate authorities and there have been serious delays in many cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows.

name of the 
statute        nature of dues    amount      Period to which the amount
                               (Rs,in lacs)  relates

The Income 
Tax Act, 1961  Tax Deducted 
               at Source          121.92      FY. 2011-12 and 2012-13 
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

name of the 
statute        nature of dues     amount   Period to 
                                           which the   forum where
                                 (Rs,in
                                 lacs)     amount  
                                           relates     dispute is 
                                                       pending

Sales Tax 
Act,UP          Sales Tax         4.10     F.Y. 
                                           2007-08     Deputy
                                                       Commissioner

Sales Tax
Act, Mumbai     Sales Tax        12.80     F.Y. 
                                           2004-05     Deputy
                                                       Commissioner 
(x) In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. Further, the Company has incurred cash losses during the current year but has not incurred cash losses in the preceding year.

(xi) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks and debenture holder which are as follows:

(a) In respect of banks, the Company has defaulted in interest payments as below:

Period of default              Amount of interest (Rs. in lakhs)

0- 3 Months                                 265.29 

6- 12 Months                                332.61 
(b) In respect of debenture holders, the Company has defaulted in principal repayment, payment of premium and interest amounting to Rs. 6,545 lacs, Rs. 1,309 lacs and Rs. 1720.47 lacs respectively. The said amount is overdue since 30th September, 2012. Further, the Company has also defaulted in payment of interest amounting to Rs. 928.41 lacs and the overdue period ranges from 1 to 6 months.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not 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, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xv) As per the records verified by us and based on the explanations given to us the Company has given guarantee amounting to Rs. 5,000 Lacs for loans taken by Brand house Oviesse Limited from bank of which facility of Rs. 1,357 lacs only have been availed by them. However, we are unable to comment on whether the terms and conditions of the same in the given condition are prejudicial to the interest of the Company or not.

(xvi) During the year, the Company has not obtained any term loans.

(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 no funds raised on short-term basis have been used for long-term purpose.

(xviii) According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) The Company has not raised money by way of public issue during the year.

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

for shyam Malpani & associates for haribhakti & Co.

Chartered Accountants                 Chartered Accountants
Firm Registration No. 120438 W Firm Registration No. 103523 W

shyam Malpani                         Rakesh rathi

Proprietor                            Partner

Membership No: 034171                 Membership No. 045228

Mumbai : 16th July, 2013              Mumbai : 16th July, 2013

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