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Auditor Report of Visagar Polytex Ltd.

Mar 31, 2015

We have audited the attached Balance Sheet of M/S VISAGAR POLYTEX LTD. as at 31st March, 2015, Profit & Loss A/c for the nine months period ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 from any material misstatement. An audit also includes, examining on a 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Report on the Financial Statements

We have audited the accompanying financial statements of Visagar Polytex Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the nine months period ended on that date, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') 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 Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and 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 management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and Fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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, the Company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

c. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

d. In our opinion, the aforesaid financial statements comply with the applicable 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 representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director from being appointed as a director in terms of Section 164(2) of the Act.

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014.

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

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under report to transfer any Sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

(Statement referred to in our Report of even date on the Accounts of M/S VISAGAR POLYTEX LIMITED for the year ended on 31st March, 2015.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program 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.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern.

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business. The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination, we are of opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) The Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, this clause is not applicable.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public covered under Section 73 to 76 of the Companies Act, 2013

6) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

7) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

8) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, 'Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India;

a) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

b) There are no amount required to be transferred by the Company to the investor Education and protection Fund in accordance with provision of the Companies Act, 2013 and the rules made there under.

9) The accumulated losses of the company are not more than fifty per cent of its net worth. The company has not incurred any Cash losses during the year. However, Company had incurred cash losses in the immediately preceding financial year.

10) As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the Balance Sheet date, the provision of clause 3(ix) of the order are not applicable to the company.

11) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year. Accordingly, the provisions of Clause 3(x) of the order are not applicable to the company.

12) The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the order are not applicable to the Company.

13) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Sudhir M Desai & Co.

Chartered Accountants Firm Registration No. 125516W Sd/- Place : Mumbai Sudhir M Desai Date : 30.05.2015 Proprietor M. No. 041999


Jun 30, 2014

We have audited the attached Balance Sheet of M/s- Visagar Polytex Limited as at 30th June, 2014, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 from any material misstatement. An audit also includes, examining on a 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure statement on the matters specified therein. We further report that:

1. 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.

2. In our opinion, the Company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

4. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 30th June, 2014;

b. In the case of Profit & Loss Account of the Profit of the Company for the year ended on that date; and

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT (Statement referred to in our Report of even date on the Accounts of M/S VISAGAR POLYTEX LIMITED for the year ended on 30th June, 2014.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program 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.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern.

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

According to the information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companied Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 30th June, 2014 for a period of more than six months from the date they became payable.

10) The Company, neither has accumulated losses at the end of the year ended nor has incurred cash losses, both, in the financial year under report and in the immediately preceding financial year.

11) On the basis of the record examine by us and the information and explanation given to us, the Company has taken loans from the scheduled bank against proper hypothecation of the property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to the information and explanations given to us, The Company has maintained proper record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to the information and explanations given to us, the term loans tekan by the Company have been applied for the purpose for which they are raised.

17) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the financial year.

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co.

Chartered Accountants Sd/-

Place : Mumbai Sudhir M Desai

Date : 30.08.2014 Proprietor

M. No. 041999




Jun 30, 2013

We have audited the attached Balance Sheet of M/S VISAGAR POLYTEX LTD. as at 30th June, 2013, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by toe Companies (Auditors'' Report) Order, 2003 issued by the Central Government of Mia in terms of Section 227 (4A) of toe Companied Act, 1956, we enclose in toe Annexure statement on toe matters specified therein. We further report that:

1. We have obtained all toe information and explanations, which to toe test of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, the Company has maintained proper record as required by law so far as it appears tom our examination of toe books of accounts.

3. The Balance Sheet, toe Profit & Loss Account and toe Cash Flow Statement dealt with by this report are in agreement with toe books of accounts of toe Company;

4. In our opinion toe Balance Sheet and toe Profit & Loss Account and toe Cash Flow Statement comply with toe Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received tom Director and taken on record by toe Board of Directors, we report that none of toe Directors are disqualified tom being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to toe information and explanations given to us, toe said accounts read together with toe notes thereon, gives toe information required by toe Companies Act, 1956 and in toe manner as required and give a true and fair view:

a. In toe rase of toe Balance Sheet of toe state of affairs of toe Company as on 30th June, 2013;

b. In the case of Profit & Loss Account of toe Profit of toe Company for the year ended on that toe; and

c. In toe rase of Cash Flow statement, of toe rash few for toe year ended on that date.

(Statement referred to in our Report of wen date on toe Accounts of M/S VISAGAR POLYTEX LIMITED for the year ended on 30th toe, 2013.)

1) The Company has maintained proper records showing foil particulars, including quantitative details and situation of feed Assets.

As explained to us, to feed assets of toe Company are physically verified by toe management at reasonable intervals, during the year in accordance with toe regular program which in our opinion is reasonable having regard to toe size of the Company and toe nature of its assets. No material discrepancies were noticed on such verification.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern.

2) As explained to us, inventories have teen physically verified during toe year by toe Management. The intervals at which toe inventories have teen verified are, in our opinion reasonable in relation to toe size of the Company and toe nature of its business.

The procedures explained to us, which are followed by toe Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to toe size of the Company and toe nature of its business On the basis of our examination, we are of opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in toe books of account.

3) According to toe information and explanations given to us, toe Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties toed in toe register maintained under section 301 and/or tom the Companies under the same Management as defined under section 370 (IB) of toe Companies Act, 1956. According to toe information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties toed in to register maintained under section 301 and/or tom the Companies under the same Management as defined under section 370 (IB) of toe Companies Act, 1956.

4) In our opinion and according to toe information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and toe nature of its business with regard to purchase of inventory, feed assets and with regard to purchase of inventory, feed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) On the basis of toe audit procedures performed by us, and according to toe information, explanations and representations given to us, we are of toe opinion that, toe transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of toe Companied Act, 1956, have teen so entered.

In our opinion and according to toe information and explanations given to us, toe transactions made in pursuance of contracts or arrangements entered in toe register maintained under Section 301 of the Companies Act, 1956 exceeding toe value of Rupees fee lacs in respect of any party during the year have teen made at prices which are reasonable having regard to market prices prevailing at that toe.

6) In our opinion and according to toe information and explanations given to us toe Company has not accepted any deposit from toe public during the year as stated in toe provisions of Section 58 A of toe Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of toe Company, there were no undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 30th toe, 2013 for a period of more than six months tom toe date they became payable.

10) The Company, neither has accumulated losses at the end of the year ended nor has incurred cash losses, both, in the financial year under report and in toe immediately preceding financial year.

11) On the basis of toe record examine by us and toe information and explanation given to us, the Company has taken loans tom toe scheduled bank against proper hypothecation of toe property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to toe information and explanations given to us, toe nature of activities of toe Company does not attract any special statute applicable to chit fond and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to toe information and explanations given to us, The Company has maintained proper record of toe transaction and contracts of toe trading and shares, securities, debentures and other investments. All toe entries with respect to investments were timely entered in toe books of accounts. All investments at the close of toe year are generally held in the name of the Company except in a few cases where the titles to toe investments are in dispute or are in the process of transfer.

15) According to toe information and explanations given to us, and toe representations made by toe management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to toe information and explanations given to us, toe term loans tekan by toe Company have teen applied for toe purpose for which they are raised.

17) The Company has not made any preferential allotment of shares to toe parties or Companies covered in toe register maintained under section Ml of toe Companies Act, 1956 during toe financial year.

18) The Company has not issued any debentures during the year.

19) Based upon toe audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by toe Management, we report that no fraud on or by toe Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co.

Chartered Accountants

Sd/-

Place : Mumbai Sudhir M Desai

Date : 28.08.2013 Proprietor

M. No. 41999


Jun 30, 2010

We have audited the attached Balance Sheet of M/S VISAGAR POLYTEX LTD. as at 30th June, 2010, Profit &. Loss A/c for the year ended on that date. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require mat, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any 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 used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companied Act 1956, we enclose in the Annexure statement on the matters specified therein. We further report that

1. 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

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

3. The Balance Sheet, the Profit & Loss Account and the Cash How Statement dealt wim by this report are in agreement with the books of accounts of the Company;

4. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 30th June, 2010.

b. In the case of Profit & Loss Account of the Profit of the Company for six months ended on that date.

c. In the case of Cash Flow statement, of the cash flow for the six months ended on that date.



ANNEXUBE TO THE AUDITORS REPORT

(Statement referred to in paragraph 2 of our Report of even date on the Accounts of KVS VISAGAR POLYTEX LIMITED for the year ended on 30th June, 2010.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program 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.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern;

2) As explained to us, inventories have been physically verified during the year by the Management The intervals at which the inventories have been verified are, in our opinion reasonable to the relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On fee basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have bean properly dealt with in the books of account

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

According to the information and explanations given to us, the Company has not taken any loan. Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the companies under the same Managements 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit; no major weakness in internal control has come to our notice.

5) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act; 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit 60m the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1)(d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 30th June, 2010 for a period of more than six months from the date they became payable

10) The Company, neither has accumulated losses at the end of the year ended nor has incurred cash losses, both, in the financial year under report and in the immediately/preceding financial year.

11) On the basis of the record examine by us and the information and explanation given to us, the company has taken loans from the scheduled bank against proper hypothecation of the property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to the information and explanations given to us, The Company has maintained proper record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to the information and explanations given to us, the company has not taken any term loan, during the Financial year.

17) The Company has issued 560,000 shares of Re. 1/- each by preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the Financial year.

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co. Chartered Accountants

Sd/- Sudhir M Desai Proprietor

Place: Mumbai M No. 41999 Date : 31.10.2010


Jun 30, 2009

We have audited the attached Balance Sheet of M/S VISAGAR POLYTEX LTD. as at 30th June, 2009, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 from any 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 used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companied Act, 1956, we enclose in the Annexure statement on the matters specified therein. We further report that:

1. 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

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

3. The Balance Sheet the Profit & Loss Account and the Cash How Statement dealt with by this report are in agreement with the books of accounts of the Company;

4. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of die Balance Sheet of the state of affairs of the Company as on 30* June, 2009.

b. In the case of Profit & Loss Account of the Profit of the Company for six months ended on that date.

c. In the case of Cash Flow statement, of the cash flow for the six months ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Statement referred to in paragraph 2 of our Report of even date on the Accounts of M/S VISAGAR POLYTEX LIMITED for the year ended on 30th June, 2009.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program 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.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern;

2) As explained to us, inventories have been physically verified during the year by the Management The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained Under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

According to the information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companied Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 30th June, 2009 for a period of more than six months from the date they became payable.

10) The Company, neither has accumulated losses at the end of the year ended nor has incurred cash losses, both, in the financial year under report and in the immediately preceding financial year.

11) On the basis of the record examine by us and the information and explanation given to us, the company has taken loans from the scheduled bank against proper hypothecation of the property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to the information and explanations given to us, The Company has maintained proper record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to the information and explanations given to us, the company has not taken any term loan, during the Financial year.

17) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co.

Chartered Accountants

Sd/-

Sudhir M Desai

Proprietor

Place : Mumbai M. No. 41999

Date: 31.10.2009



 
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