Auditor Report of Vertex Spinning Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Vertex Spinning Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 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.

Management's Responsibility for the Financial Statements

2. The Company's 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 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 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 31st 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 (Auditor's 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 31st 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 Auditor's 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 31st 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.

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 31st 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: 13th May 2015 Place : Mumbai

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s Vertex Spinning Limited (the "Company"),, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s 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'' of India (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

3. 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. 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.

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 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 auditors consider 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.

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

Opinion

6. 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 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.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), 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 explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 dealt with by this report 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 Act.

(i) In respect of fixed assets

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

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its business.

c. According to information and explanations given to us, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of inventory

a. According to the information and explanations given to us, the inventory and capital work in progress 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) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the company has not granted any new unsecured loans during the current financial year ending March 31, 2013.

b. According to the information and explanations given to us, the company has not taken unsecured loans during the current year ending March 31, 2013.

c. The company is not paying/receiving any interest from these unsecured loans parties.

(iv) In our opinion and according to the information and explanations given to us, the company further needs to strengthen its internal control system for the purchase of inventory and fixed assets and for the sale of goods and services commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, we are of the opinion that all contracts or arrangements which need to be entered into the register maintained under section 301 of the Companies Act, 1956 has been entered. None of the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) According to the information and explanations given to us, the company has not accepted deposits from public during the year covered under the provision of section 58A or 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The company does not have an internal audit system commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records for the products of the company under section 209(1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues relating to Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues:-

a. Due to Non-Availability of Required information, we are unable to comment on this point.

b. According to the information and explanation given to us there are no statutory dues which have not been deposited on account of any disputes.

c. In our opinion there are instances where the company has not deducted/paid statutory dues in respect of expenses incurred/payment made.

(x) 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 not incurred cash losses during the financial year covered by the audit and no cash loss in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank or financial institution as at the balance sheet date. However we would to draw attention to Point No. I to the Notes to Accounts (NOTE E).

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of clause 4(xiii) of the above said order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has not dealt or traded in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the above said order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks. Therefore, the provisions of clause 4(xv) of the above said order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not taken term loans during the year, the provisions of clause 4(xvi) of the above said order are not applicable to the company.

(xvii) According to information and explanations given to us and on an overall examination of the balance sheet, the company has not raised short-term funds during the year; therefore the provisions of clause 4(xvii) of the above said order are not applicable to the company.

(xviii) According to information and explanations given to us during the current financial year the company has not made any preferential allotment section 301 parties.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4 (xx) of the above said order are not applicable to the company.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 Ashish Vyas &Co

Chartered Accountants

Sd/-

(Ashish Vyas)

Proprietor

M. No - 078527

Place: Mumbai

Date: 28/05/2013

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Mar 31, 2012

1 We have audited the attached Balance Sheet of VERTEX SPINNING LIMITED as at 31st March , 2012 and the annexed Profit & Loss Accounts of the Company for the year ended on that date . These financial statements are the responsibility of the Company''s management .

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

2 We have conducted our audit in accordance with auditing standards generally accepted in India . On the basis of of those standards require , we have planed and performed the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement . An audit includes examining , on a test basis , evidence supporting the amounts and disclosures in the financial statements . An audit also includes assessing the accounting principles 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 in terms of section 227 (4A) of the Companies Act ,1956, we enclosed in the attached annexure a statement on the matters specified in paragraphs 4 of the said order.

4 Furthur to our comments in the annexure referred to in paraghraph 3 above 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 the law have been kept by th company , so far as appears from our examination of the books.

( c ) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account of the company .

( d ) On the basis of written representations received from the Directors as on 31st March,2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March,2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act , 1956.

( e ) In our opinion and best of our information and according to the explanations given to us , the said accounts read together with the note thereon give the information required by the companies Act , 1956 in the manner so required and give true and fair view :

( i ) in so far it relates to the Balance Sheet , of the state of affairs of the Company as at 31st March, 2012 and

( ii ) in so far it relates to the Profit & Loss Account , of the Profit of the Company for the year ended on that date .

( iii ) in case of cash flow statement, of the cash flows for the year ended on that date.

NOTES ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012 OF VERTEX SPINNING LIMITED.

(i) In respect of fixed assets

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

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its business.

c. According to information and explanations given to us, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of inventory :-

a. According to the information and explanations given to us, the inventory and capital work in progress 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) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the company has not granted any new unsecured loans during the current financial year ending March 31, 2012.

b. According to the information and explanations given to us, the company has not taken unsecured loans during the current year ending March 31, 2012.

c. The company is not paying/receiving any interest from these unsecured loans 301 parties.

(iv) In our opinion and according to the information and explanations given to us, the company further needs to strengthen its internal control system for the purchase of inventory and fixed assets and for the sale of goods and services commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, we are of the opinion that all contracts or arrangements which need to be entered into the register maintained under section 301 of the Companies Act, 1956 has been entered. None of the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) According to the information and explanations given to us, the company has not accepted deposits from public during the year covered under the provision of section 58A or 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The company des not have an internal audit system commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records for the products of the company under section 209(1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues relating to Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues:-

a. Due to Non-Availability of Required information, we are unable to comment on this point.

b. According to the information and explanation given to us there are no statutory dues which have not been deposited on account of any disputes.

c. In our opinion there are instances where the company has not deducted/paid statutory dues in respect of expenses incurred/payment made.

(x) 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 not incurred cash losses during the financial year covered by the audit and no cash loss in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank or financial institution as at the balance sheet date. However we would to draw attention to Point No. I to the Notes to Accounts (NOTE E).

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of clause 4(xiii) of the above said order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has not dealt or traded in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the above said order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks. Therefore, the provisions of clause 4(xv) of the above said order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not taken term loans during the year, the provisions of clause 4(xvi) of the above said order are not applicable to the company.

(xvii) According to information and explanations given to us and on an overall examination of the balance sheet, the company has not raised short-term funds during the year; therefore the provisions of clause 4(xvii) of the above said order are not applicable to the company.

(xviii) According to information and explanations given to us during the current financial year the company has not made any preferential allotment section 301 parties.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4 (xx) of the above said order are not applicable to the company.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 Ashish Vyas & Co

Chartered Accountants

Sd /-

Ashish Vyas

Proprietor

M. No - 078527

Place: Dewas

Date: 01/09/2012.

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Mar 31, 2011

1. We have audited the attached Financial Statements of VERTEX SPINNING LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are 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. These 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 test basis, evidence supporting the amounts 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 enclosed in the attached annexure a statement on the matters specified in paragraphs 4 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above we report that:

(i) 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;

(ii) 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;

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet and profit and loss account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to best of our information and according to the explanations given to us, the said accounts read together with the notes thereon with specific mention to note 2) give the information required by the Companies Act, 1956 and in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

a. in the case of balance sheet, of the state of affairs of the company as at 31st March, 2011;and

b. in case of profit and loss account, of the loss for the year ended on that date.

c. in case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31. 2011 OF VERTEX SPINNING LIMITED.

(i) In respect of fixed assets

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

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its business.

c. According to information and explanations given to us, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of inventory

a. According to the information and explanations given to us, the inventory and capital work in progress 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) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the company has not granted unsecured advances.

b. According to the information and explanations given to us, the company has taken any unsecured loans. The amount and number of parties involved are Rs. 9332300 and 4 respectively.

c. The company is not paying/receiving any interest from these unsecured loans taken/advances granted from 301 parties and there has been no repayment during the current year. However we would like to draw attention towards Point No. 6 of Notes to Accounts (Schedule 17) towards repayment of Unsecured Loans.

d. The company is taking reasonable steps for recovery/payment of the principal if overdue amount is more than Rs. 100000.

(iv) In our opinion and according to the information and explanations given to us, the company further needs to strengthen its internal control system for the purchase of inventory and fixed assets and for the sale of goods and services commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control

(v) According to the information and explanations given to us, we are of the opinion that all contracts or arrangements which need to be entered into the register maintained under section 301 of the Companies Act, 1956 has been entered. None of the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) According to the information and explanations given to us, the company has not accepted deposits from public during the year covered under the provision of section 58A or 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The company the not have an internal audit system commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records for the products of the company under section 209(1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues relating to Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues:-

a. According to the information and explanations given to us, the company has undisputed statutory dues towards TDS for Rs. 5680 which is outstanding for more than 6 months as on March 31st, 2011,

b. As per the written representation by the management and according to the information and explanation given to us there are no statutory dues which have not been deposited on account of any disputes.

c. In our opinion there are instances where the company has not deducted/pa id statutory dues in respect of expenses incurred/payment made.

(x) The company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information given to us and on the basis of records produced before us, the company has not defaulted in repayment of dues to any other bank or financial institution except Syndicate Bank in accordance with the terms of One Time Settlement as at the balance sheet date.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of clause 4(xiii) of the above said order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has not dealt or traded in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the above said order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks. Therefore, the provisions of clause 4(xv) of the above said order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not taken term loans during the year, the provisions of clause 4(xvi) of the above said order are not applicable to the company.

(xvii) According to information and explanations given to us and on an overall examination of the balance sheet, the company has not raised any short-term funds during the year; therefore the provisions of clause 4(xvii) of the above said order are not applicable to the company.

(xviii) According to information and explanations given to us during the current financial year the company has not made any preferential allotment of shares to section 301 parties.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4 (xx) of the above said order are not applicable to the company.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 Ashish Vyas & Co.

Chartered Accountants

Sd/-

(Ashish Vyas)

Proprietor

M. No - 078527

Place: Mumbai

Date: 20/08/2011

---

Mar 31, 2010

1. We have audited the attached Financial Statements of VERTEX SPINNING LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are responsibility of the companys 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. These 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 test basis, evidence supporting the amounts 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 (Auditors 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 enclosed in the attached annexure a statement on the matters specified in paragraphs 4 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above we report that:

(i) 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;

(ii) 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;

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet and profit and loss account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to best of our information and according to the explanations given to us, the said accounts read together with the notes thereon with specific mention to note 2) give the information required by the Companies Act, 1956 and in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

a. in the case of balance sheet, of the state of affairs of the company as at 31st March, 2010; and

b. in case of profit and loss account^ of the profit for the year ended on that date.

c. in case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE Y_EA_R ENT^ED..MARCH _3.1, 2010 OF VERTEX SPINNING LIMITED.

(i) In respect of fixed assets

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

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its business.

c. According to information and explanations given to us, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of inventory :-

a. According to the information and explanations given to us, the inventory and capital work in progress 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) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the company has granted unsecured advances. The amount and number of parties involved are Rs. 439674 and 1 respectively with closing balance being Rs. 1347674.

b. According to the information and explanations given to us, the company has not taken any unsecured loans. The amount and number of parties involved are Rs. 10413640 and 7 respectively.

c. The company is not paying/receiving any interest from these unsecured loans taken/advances granted from 301 parties and there has been no repayment during the current year. However we would like to draw attention towards Point No. 6 of Notes to Accounts (Schedule 17) towards repayment of Unsecured Loans.

d. The company is taking reasonable steps for recovery/payment of the principal if overdue amount is more than Rs. 100000.

(iv) In our opinion and according to the information and explanations given to us, the company further needs to strengthen its internal control system for the purchase of inventory and fixed assets and for the sale of goods and services commensurate with the size of the company and the nature of its business.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control

(v) According to the information and explanations given to us, we are of the opinion that all contracts or arrangements which need to be entered into the register maintained under section 301 of the Companies Act, 1956 has been entered. None of the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) According to the information and explanations given to us, the company has not accepted deposits from public during the year covered under the provision of section 58A or 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The company des not have an internal audit system commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records for the products of the company under section 209(1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues relating to Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues:-

a. According to the information and explanations given to us, the company has undisputed statutory dues towards TDS for Rs. 5680 which is outstanding for more than 6 months as on March 31st, 2010,

b. As per the written representation by the management and according to the information and explanation given to us there are no statutory dues which have not been deposited on account of any disputes.

c. In our opinion there are instances where the company has not deducted/paid statutory dues in respect of expenses incurred/payment made.

(x) The company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information given to us and on the basis of records produced before us, the company has paid Rs. 100 lacs to Syndicate Bank in accordance with the terms of One Time Settlement. We would also like to draw attention towards Point No. 12 of Notes to Accounts (Schedule - 17).

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of clause 4(xiii) of the above said order are not applicable to the company.

(xiv) According to the information and explanations given to us, the company has not dealt or traded in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the above said order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks. Therefore, the provisions of clause 4(xv) of the above said order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not taken term loans during the year, the provisions of clause 4(xvi) of the above said order are not applicable to the company.

(xvii) According to information and explanations given to us and on an overall examination of the balance sheet, the company has not raised any short-term funds during the year; therefore the provisions of clause 4(xvii) of the above said order are not applicable to the company.

(xviii) According to information and explanations given to us during the current financial year the company has not made any preferential allotment of shares to section 301 parties.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4 (xx) of the above said order are not applicable to the company.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice 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 Kalpesh Trivedi & Co. Chartered Accountants

(Kalpesh Trivedi) Proprietor M. No - 134176 Place: Mumbai

Date: June 3, 2010