Polytex India Ltd.

1. We have audited the accompanying financial statements of Polytex India Limited (the Company), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year ended 31st March,2015 and a Summary of Significant Accounting Policies and other Explanatory information. Management''s Responsibility for the Financial Statements 2. 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 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 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. 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 to perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and 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, 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. 5. 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 6. 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, 2015. b) In the case of the Statement of Profit and Loss, of the profit 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 7. As required by Companies (Auditors Report) Order 2015(the Order) as amended and issued by the Central Government of India in terms of Sub (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 8. 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 Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with the by the Report are in agreement with the books of account; d) In our opinion, the Balance Sheet and Statement of Profit and Loss 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 written representations received from the directors as on March 31,2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 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 has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31,2015. ii) The Company has made provisions, as required under applicable law or accounting standards, for material foreseeable losses, if any and as required on long-term contracts including derivative contracts. iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company. ANNEXURE TO INDEPENDENT AUDITOR''S REPORT Referred to in paragraph under Report on Other Legal and Regulatory Requirements section of our Report of even date. I. a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets. b) Physical verification of Fixed Assets is carried out by the management with a planned programme of verification, which in our opinion, provides for physical verification of all Fixed Assets at reasonable intervals. The physically verified assets have been compared with the book records and discrepancies noticed on such verification were not material and have been properly dealt with in books of accounts. c) The Company has not disposed off substantial part of its fixed assets during the year. ii. The Company has no inventory during the year as it is Service Company. Hence this clause is not applicable and as such there are no comments on sub clauses (a) to (c). iii. a) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any Loan, secured or unsecured, to or from Companies, Firms or other parties covered in the register maintained under Section 189 of the Companies Act,2013 . has not granted or taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 189 of the Act consequently, sub clause(a) and (b) are not applicable to the Company for the year under report. iv. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company are commensurate with the size of the Company and the nature of its business, for the purchase of Fixed Assets and for the sale of services and we have neither come across nor have we been informed of any major weakness in internal control procedures. v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of clause 3(v) of the Order are not applicable to the Company. vi. The provisions of clause 3(vi) of the order are not applicable to the Company as the respective entities are not covered by the Companies(Cost Records and Audit) Rules,2014. vii. (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, cess and other statutory dues, if any, with the appropriate authorities as at 31st March, 2015 for a period of more than six months from the date they become payable. (b) As explained to us, there are no disputed dues relating to income tax, customs duty, wealth tax and cess, which have not been deposited as at 31st March, 2015. (c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time. viii. The Company does not have accumulated losses as at 31st March, 2015, and also has not incurred any cash losses during the current financial year ended on 31st March, 2015. ix. In our opinion and According to the information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institutions, banks or debenture holders during the year. Therefore, the provisions of clause 3(ix) of the Order are not applicable to the Company. x. As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company. xi. The Company has not taken any Loans from the Bank or any financial institutions during the year & therefore application of the same do not arise. xii. Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been reported or noticed during the course of our audit For R Sundaresan Aiyar & Co Chartered Accountants Firm Reg No: 110564W R Sundaresan Aiyar Proprietor M No: 043946 Mumbai, 12 th May, 2015