Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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, 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and there as on reasonableness of the accounting estimates made by the Company's Directors, 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 on the stand alone financial statements.

Basis of Qualified Opinion

As per AS 15 ,an Employee Benefits , company is required to get actuarial certificate at least once during the financial year for retirement and other benefits .Also Defined benefit obligation in nature of Gratuity and leave encashment are to be accounted on accrual basis .The company though provides for Provident Fund on accrual basis ,Leave encashment and Gratuity are accounted on cash basis and not on accrual basis .Neither the company has obtained an actuarial certificate during the financial year.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion paragraph the afore said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

As per Schedule - II of the companies act 2013 company shall recognize the carrying value in the opening balance of retained earning where the remaining useful life of an asset is nil. Company is having negative opening retained earnings amounting of Rs.21,783,601/- , which has further been increased by asset balances to be written off as per Schedule- II of companies act , 2013 amounting of Rs.12,194,040/- and Profit during the year by Rs 2,820,970/-, resulting into negative retained earnings of Rs 31,156,671/-.

Our opinion is not qualified /modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

2. As required by Sectionl43 (3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rulell of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position

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

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

The Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date to the members of RLF LIMITED on the accounts of the Company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) According to information and explanation provided to us, the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

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

(ii) (a) physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 189 of the Companies Act, 2013 and hence clauses (a) and (b) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items sold are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in the aforesaid internal control system.

(v) In our opinion and information and explanation given to us the company has accepted deposits from the members of the company in previous year .The company has renewed certain deposits amounting to Rs I9,l28,848/-during the year , but certain procedural guidelines as mentioned in the section 73 of the company's act 2013 and rules framed there under has not been followed.

(vi) According to the information and explanations given to us the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148 (I) of the Companies Act, 2013 are applicable to the Company and the company has duly made and maintained such accounts and records.

(vii) According to the information and explanation given to us and records of the company examined by us:

(a) The company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

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

(c) There were no amounts payable in respect of Wealth Tax, Duty of Customs, Income-tax, Service Tax, Duty of Excise and Cess and other material statutory dues in arrears as at 31st March, 2015 which have not been deposited as on 31st March, 2015 on account of disputes. The sales tax department had created a demand on the company in respect of cases for 2 years against which the company has preferred appeals to the appropriate authorities aggregating to Rs 28,64,433/-(PreviousYear Rs.28,64,433/-)

(d) According to the information and explanation given to us and the record of the company ;the company is not required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (I of 1956) .

(viii) The company has accumulated losses at the end of financial year which is not more than fifty percent of its net worth.

The company has not incurred cash losses during the financial year covered by the audit and in immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank . The Company has an dispute going on with Central Bank of India regards to Excess interest charged by the Bank under the Scheme of Ministry of Textile, Government of India in the year 2005 on our Term Loan accounts amounting to Rs 19.82 Lacs for which the company is following up with the Bank for the refund .

(x) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial Institutions.

(xi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year and hence the question of commenting on the application thereof does not arise.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

                                                  JP CHAWLA & COMPANY
                                                  Chartered Accountants
                                                  Firm Regn No. 001875N

                                                  Sd/-
                                                  J.P.CHAWLA
                                                  ( Partner)
                                                  Membership No. 015488