Vertex Spinning Ltd Auditor Reports

To The Members of Vertex Spinning Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Vertex Spinning Limited (“the Company”), which comprise the Balance Sheet as at March 31^st, 2015, Statement of Profit and Loss for the year ended March 31, 2015 and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

2. The Companys Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 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 misstatement, whether due to fraud or error.

Auditors Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. 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 companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

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

Opinion

8. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 31^st March, 2015;

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

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

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditors Report) Order, 2015, (The Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,2015, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(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 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 company does not have any branch; hence this clause is not applicable;

(d) 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 and records;

(e) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) In our opinion, no financial transactions or matters which have any adverse effect on functioning of the company is observed.

(g) On the basis of written representations received from the directors as on 31^st March,

2015, and 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 Companies Act, 2013.

(h) With respect to the other matters to be included in the Auditors Report in accordance with rules made there under, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at 31^st March 2015 on its financial position in its financial statements - Refer Note 21;

ii. The Company has made provision as at 31st March 2015, as required under the applicable law or accounting standards, for material foreseeable losses,if any, on long-term contracts including derivative contracts;

iii. There were no requirement by the company to transfer to the Investor Education and Protection Fund. Hence this clause is not applicable.

For Ashish Vyas & Co.

Firm Registration No. 09032C

(Chartered Accountants)

Ashish Vyas

(Proprietor)

Membership No.078527

Date: 13^th May 2015

Place : Mumbai

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 9 of the Independent Auditors Report of even date to the members of Vertex Spinning Limited on the financial statements as of and for the year ended March 31, 2015

We Report that:

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

(b) As informed to us, most of the assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

ii. (a) According to the information and explanations given to us, the inventory and capital work has been physically verified by the management during and at the close of the year

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory and followed by the management as evidenced by the written procedures and instructions 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, no discrepancies were noticed on physical verification between physical stocks and book records.

iii. (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, 2013. Therefore, the provisions of clauses 3 (iii), iii(a) and (iii)(b) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there exists 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 with regard to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from the public. Therefore, said clause of the order is not applicable to the company.

vi. As informed to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products of the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, VAT, Cess and other material statutory dues applicable to it. No undisputed amounts payables in respect of income tax, sales tax, wealth tax, service tax, customs duty,VAT,Cess and excise duty were in arrears, as at 31^st March 2015 for a period of more than six months from the date they became payable .

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty, VAT,Cess and excise duty which have not been deposited on account of any dispute.

(c ) ) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no amount are required to be transferred investor education and protection fund.

viii. The Company does not have accumulated losses more than fifty percent of its net worth at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit and cash loss in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank .

x. According to the information and explanations given to us, company has not given guarantees for loans taken by others from Banks or financial institutions

xi. According to the information and explanations given to us, the company has not taken any term loans during the current year.

xii. During the course of our examination of the books of accounts, carried out in accordance with generally accepted auditing practices in India & According to the information and explanations given to us, we have neither come across any incidence of fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

For Ashish Vyas & Co.

Firm Registration No. 09032C

(Chartered Accountants)

Ashish Vyas

(Proprietor)

Membership No.078527

Date: 13^th May 2015

Place : Mumbai