Auditor Report of Polytex India Ltd.

Mar 31, 2015

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

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Mar 31, 2014

1. We have audited the accompanying financial statements of Polytex India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended 31st March,2014 and a Summary of Significant Accounting Policies and other Explanatory information.

Management''s Responsiblilty 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 (“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 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 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 and the reasonableness of the accounting estimates made by the 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 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 ofthe Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2014.

b) In the case ofthe Statement of Profit and Loss, ofthe profit for the year ended on that date.

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

Report on other Legal and Regulatory Requirments

7. As required by Companies (Auditors Report) Order 2003, issued by the Government of India in terms of Sub (4A) of Section 227 ofthe Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanations given to us we set out in the annexure a statement on the matters specified in paragraph 4 & 5 as applicable, of the said 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 ofthose books;

c) The Balance Sheet and Statement of Profit and Loss dealt with by this 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 referred to in subsection (3C) of section 211 ofthe Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause(g) of sub-section(1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph 7 of Independent Auditor''s report of even date to the members of Polytex India Limited on the financial statements as of and for the year ended March 31, 2014.

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 managment with a planned programme of verification, which in our pinion, 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 does not carry any inventory 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 301of the Act.

b) As the Company has not granted or taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act paragraph iii(b), iii(c) and iii(d) are not applicable.

iv. In our opinion and according to the information and explanations

given to us, the internal control procedure of the Company relating to the purchase of Shares and sale of Shares are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

v. (a)As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made 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, as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 5 8AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

vii. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

viii. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(l)(d) ofthe Companies Act, 1956 for the Companies procedures.

ix. (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 2014.

x. 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 2014.

March 2014, and also has not incurred any cash losses during the current March 2014.

xii. 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.

xiii. The Company has granted Loans and Advances without securities as an inter-corporate deposit during the period under review.

xiv. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

xv. The Company is engaged in the business of lending & borrowing, for which the Company has maintained the full records of all transactions entered and timely entries has been made in the register. All the Shares and securities and other investments held by the Company is in it''s own name except to the extent ofthe exemption, if any granted U/s 49 ofthe Companies Act, 1956.

xvi. 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 ofthe Company.

xvii. 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.

xviii. According to the information and explanations given to us and on an overall examination of the Balance Sheet & cash flow statement of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

xix. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 ofthe Companies Act, 1956.

xx. According to the information and explanations given to us, the Company has not made, any preferential allotment of shares covered in the register maintained under section 301 ofthe Companies Act, 1956 during the year.

xxi. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

xxii. The Company has not raised any money by way of public issue during the year.

xxiii. 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 year.

For R Sundaresan Aiyar & Co Chartered Accountants Firm Reg No: 110564W

Place: Mumbai R Sundaresan Aiyar Date: 27.05.2014 Proprietor

M No:043946

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Polytex India 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 ended 31 st March,2013 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 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

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 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 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 and the reasonableness of the accounting estimates made by the 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 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 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 2003, issued by the Government of India in terms of Sub (4 A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanations given to us we set out in the annexure a statement on the matters specified in paragraph 4 & 5 as applicable, of the said 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 and Statement of Profit and Loss dealt with by this 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 referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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(l) of section 274 of the Companies Act, 1956.

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 pinion, 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 does not carry any inventory 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 301 of the Act.

b) As the Company has not granted or taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act paragraph iii(b), iii(c) and iii(d) are not applicable.

iv. In our opinion and according to the information and explanations

given to us, the internal control procedure of the Company relating to the purchase of Shares and sale of Shares are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

v. (a)As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made 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, as specified under the provisions of section 5 8-A and 5 8 AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 5 8-A and 5 8 AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

vii. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

viii. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1 )(d) of the Companies Act, 1956 for the Companies procedures.

ix. (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, 2013 for a period of more than six months from the date they become payable.

x. 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 31 st March, 2013.

xi. The Company do not have accumulated losses as at 31st March, 2013, and also has not incurred any cash losses during the current financial year ended on 31 st March, 2013.

xii. 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.

xiii. The Company has granted Loans and Advances without securities as an inter-corporate deposit during the period under review.

xiv. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

xv. The Company is engaged in the business of lending & borrowing, for which the Company has maintained the full records of all transactions entered and timely entries has been made in the register. All the Shares and securities and other investments held by the Company is in it''s own name except to the extent of the exemption, if any granted U/s 49 of the Companies Act, 1956.

xvi. 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.

xvii.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.

xviii. According to the information and explanations given to us and on an overall examination of the Balance Sheet & cash flow statement of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

xix. 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.

xx. According to the information and explanations given to us, the Company has not made, any preferential allotment of shares covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

xxi. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

xxii. The Company has not raised any money by way of public issue during the year.

xxiii. 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 year.

For R Sundaresan Aiyar & Co

Chartered Accountants

Firm Reg No: 110564W

Place: Mumbai R Sundaresan Aiyar

Date: 23.05.2013 Proprietor

M No: 043946

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Mar 31, 2012

We have audited the attached Balance Sheet & Profit & Loss Account of POLYTEX INDIA LIMITED as at 31st March, 2012 and the Statement of Profit and Loss of the Company and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, We state 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 it appears from our examination of those books.

c) The Balance Sheet and the Statement of Profit & Loss and the Cash Flow statement dealt referred to in this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Statement of Profit & Loss and the Cash Flow statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from Directors as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2012 from being appointed as Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with the Significant Accounting Policies and the Notes thereon give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012 and

(ii) in the case of the Statement of Profit and Loss, of Profit of the Company for the year ended on that date.

(iii) In the case of Cash Flow Statement, ofthe Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT FOR THE PERIOD ENDED 31st MARCH, 2012:

(Referred to in paragraph 1 of our report of even date)

1. (a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) All the assets have been physically verified by the management during the year and in our opinion it is reasonable having regard to the size of THE Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and therefore paragraph 4(i)(c) of the Companies (Auditor's Report) order, 2003 (hereinafter referred to as order) is not applicable.

2. (a) Shares in custody of the Company have been physically verified by the management at reasonable intervals. For shares held with the custodian and depository participant, statements from them have been obtained on a regular basis.

(b) In our opinion, the procedures of 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 inventory and the valuation of stocks has been done on the basis of physically verified quantity. Therefore, shortage/ excess automatically get adjusted and the same is properly dealt in the books of account.

3. (a) During the year the Company has not given Loans to the Companies, Firms or other parties listed in the register maintained under Section 301 and to the Companies under the same management as defined in Sub-Section (1B) of Section 370 of the Companies Act, 1956.

(b) During the year, the Company has not taken any loans in the nature of current account secured or unsecured from Companies, Firms or other parties listed in the register maintained under Section 301 of the Act.

(c) Since, the Company has not given any loans to the Companies, Firms or other parties listed in the register maintained under Section 301 and to the Companies under the same management, the question of repayment of Principal & payment of Interest does not arise.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Shares and sale of Shares are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

5. (a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

8. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1)(d) of the Companies Act, 1956 for the Companies procedures.

9. (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, 2012 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 no been deposited as at 31st March, 2012.

10. The Company do not have accumulated losses as at 31st March, 2012, and also has not incurred any cash losses during the current financial year ended on 31st March, 2012.

11. 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.

12. The Company has granted Loans and Advances without securities as an inter-corporate deposit during the period under review.

13. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

14. The Company is engaged in the business of lending & borrowing, for which the Company has maintained the full records of all transactions entered and timely entries has been made in the register. All the Shares and securities and other investments held by the Company is in it's own name except to the extent of the exemption, if any granted U/s 49 of the Companies Act, 1956.

15. 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.

16. 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.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet & cash flow statement of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company has not raised any money by way of public issue during the year.

21. 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 year.

FOR NAVIN NISHAR & ASSOCIATES

FIRM REGN. NO. 116503W

CHARTERED ACCOUNTANTS

CA. NAVIN K. NISHAR

Dated : 30th May, 2012. (PROPRIETOR)

Place : Mumbai Membership No. 101443

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Mar 31, 2010

We have audited the attached Balance Sheet & Profit & Loss Account of POLYTEX INDIA LIMITED as at 31st March, 2010 and the Profit and Loss Account of the Company and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, We state 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 Companies Act, 1956 have been kept by the Company, so far as it appears from our examination of books.

i

c) The Balance Sheet and Profit and Loss Account and the Cash Flow statement dealt referred to in this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and the Cash Flow statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from Directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March, 2010 from being appointed as Directors of the Company under clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account read together with the Significant Accounting Policies and the Notes thereon give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view :

(i) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2010 and

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

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

ANNEXURE TO THE AUDITORS REPORT FOR THE PERIOD ENDED 31st MARCH, 2010: (Referred to in paragraph 1 of our report of even date)

1. The Company does not have any fixed assets and hence the question of maintaining records, physical verification and the disposal of the same does not arise.

2. (a) Shares in custody of the Company have been physically verified by the management at reasonable intervals. For shares held with the custodian and depository participant, statements from them have been obtained on a regular basis.

(b) In our opinion, the procedures of 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 inventory and the valuation of stocks has been done on the basis of physically verified quantity. Therefore, shortage/ excess automatically get adjusted and the same is properly dealt in the books of account.

3. (a) During the year the Company has not given Loans to the Companies, Firms or other parties listed in the register maintained under Section 301 and to the Companies under the same management as defined in Sub-Section (IB) of Section 370 of the Companies Act, 1956.

(b) During the year, the Company has not taken any loans in the nature of current account secured or unsecured from Companies, Firms or other parties listed in the register maintained under Section 301 of the Act.

(c) Since, the Company has not given any loans to the Companies, Firms or other parties listed in the register maintained under Section 301 and to the Companies under the same management, the question of repayment of Principal & payment of Interest does not arise.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Shares and sale of Shares are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

5. (a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, as specified under the provisions of section 58- A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

8. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(l)(d) of the Companies Act, 1956 for the Companies procedures.

9. (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, 2010 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, 2010.

10. The Company have accumulated losses of Rs. 12,73,362/- as at 31st March, 2010. The Company has not incurred any cash losses during the current financial year ended on 31st March, 2010.

11. 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.

12. The Company has granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

13. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

14. The Company is engaged in the business of lending & borrowing and also Trading in Shares and Securities, for which the Company has maintained the full records of all transactions entered and timely entries has been made in the register. All the Shares and securities and other investments held by the Company is in its own name except to the extent of the exemption, if any granted U/s 49 of the Companies Act, 1956.

15. 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.

16. The Company has taken Line of Credit against Marketable securities from ECL Finance Ltd amounting to Rs. 18.75 Crores and from Birla Global Finance Ltd. Rs. 5 Cores for Investment & business purpose during the year and same has been applied for the purpose for which it has taken.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet & cash flow statement of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

18. The Company has made preferential allotment of shares by conversion of warrants to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 to the tune of Rs. 530 Lacs.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company has not raised any money by way of public issue during the year. However, it has raised the money by way of issue of shares by conversion of Preferential Convertible Warrants amounting to Rs. 361 Lacs.

21. 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 year.

FOR NAVIN NISHAR & ASSOCIATES CHARTERED ACCOUNTANTS

CA. NAVIN K. NISHAR (PROPRIETOR) Membership No. 101443.

Dated : 31s( May, 2010 Place : MUMBAI