Indo Cotspin Ltd Directors Report.

To The Shareholders Indo Cotspin Limited Panipat

Report on Financial Statements

We have audited the accompanying financial statements of Indo Cotspin Limited (the company) which comprise of the Balance Sheet as at 31 March, 2019, the Profit & Loss Statement, Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards notified undersection 133 of the Companies Act 2013 and the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules) andits amendments, of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance ofinternal control relevant to the preparation and presentation of the financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risksof material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation 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 financial statements givethe information required by the Act in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2019;

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

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

Report on Other Legal and Regulatory Matters

1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. We have inquired into the matters specified under section 143(1) and based on the information and explanations givento us, there is no matter to be reported under this section.

3. 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 werenecessary 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 appearsfrom our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are inagreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with theAccounting Standards notified under section 133 of the Companies Act 2013, read with Rule 7 of the Companies(Accounts) Rules, 2014;

e) In our opinion and based on the information and explanations given to us, there are no financial transactions ormatters which have any adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on March 31,2019, and taken on recordby the Board of Directors, none of the directors is disqualified as on March 31,2018, from being appointed as adirector in terms of subsection (2) of Section 164 of the Companies Act, 2013.

g) There is no qualification, reservation or adverse remark relating to the maintenance of accounts and othermatters connected therewith.

h) With regards to the adequacy and operating effectiveness of the internal financial controls over financial reportingsystem in place and their operating effectiveness, a report as Annexure B giving our responsibilities and opinionhas been annexed herewith.

i) Such other matters as are prescribed by the Companies (Audit and Auditors) Rules, 2014 namely:-

i) The company has disclosed the impact, if any, of pending litigations on its financial position in its financialstatements.

ii) The company has made provision, as required under any law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii) There has been no any delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the company.

For Manish Jain & Associates.

Chartered Accountants

Sd/-

FCA Manish Jain

Partner

M. No. 096014

Firm Regd. No. 015608N

Panipat: May 30, 2019

Annexure Ato Auditors Report

[Referred to in above the Auditors Report of even date for M/s Indo cotspin Limited on the Financial Statements for the year ended 31st March 20191

1. a) The Company is maintaining proper records showing full particulars including quantitative details and situationof fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year, in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us and on verification, the title deeds of immovableproperties are held in the name of the company.

2. In respect of its Inventories: As per the information provided to us, Inventory has been physically verified by the management during the year andno material discrepancies were noticed.

3. a) According to information and explanation given to us, the Company has not granted any secured or unsecuredloans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act.

In view of the above, provisions of clause 3(iii) (b) and (c) are not applicable to the company.

4. In our opinion and according to information and explanation given to us, the company has, in respect of loans, investments, guarantees, and security provisions, complied with section 185 and 186 of the Companies Act, 2013.

5. According to the information and explanation given to us, the company has not accepted any deposits, whether thedirectives issued by the Reserve Bank of India, and the provisions of sections 73 to 76 or any other relevant provisionsof the Companies Act, 2013. Hence the provisions of clause 3(v) are not applicable to the company.

6. Pursuant to the rules made by the Central Government, the maintenance of Cost Records have been prescribed u/s148(1) of the Companies Act, 2013. We are of the view that prima facie the prescribed accounts and records have beenmaintained. We have not, however, made a detailed examination of the records with a view to determine whether theyare accurate or complete.

7. In respect of Statutory Dues:

a) According to the books and records as produced and examined by us in accordance with generally acceptedauditing practices in India and also management representations, undisputed statutory dues in respect ofProvident fund, employees state insurance, Income Tax, Sales Tax, Service tax, Custom duty, Excise duty, Value added tax, Cess and other statutory dues, if any, applicable to it, has been regularly deposited with theappropriate authorities.

b) According to the information and explanations given to us, no disputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2019 for a period of more than six months from the date of becoming payable.

8. In our opinion and according to the information and explanation given to us and the books of accounts verified by us,the company has not defaulted in repayment of dues to a financial institution, bank, Government or dues to debentureholders.

9. The Company has neither raised moneys by way of public issue/ follow-on offer (including debt instruments) nor taken any term loans during the year. Accordingly, the provisions of clause 3(ix) are not applicable to the Company.

10. During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticedor reported during the year, nor have we been informed of such case by the Management.

11. According to the information and explanation given to and the books of accounts verified by us, the Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Companies Act.

12. The Company is not a Nidhi Company, hence the provision of clause 3(xii) are not applicable to the company.

13. According to the information and explanation given to us and the record produced before us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the detailshave been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

14. According to information and explanation given to us, the Company during the year, has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures, hence the provision of clause 3(xiv)are not applicable to the company.

15. According to the information and explanation given to us and the books of accounts verified by us, the company hasnot entered into any non-cash transactions with directors or persons connected with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Manish Jain & Associates.

Chartered Accountants

Sd/-

FCA Manish Jain

Partner

M.No. 096014

Firm Regd. No. 015608N

Panipat: May 30, 2019

Annexure B to Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.

To

The Shareholders Indo Cotspin Limited Panipat

We have audited the internal financial controls over financial reporting of Indo Cotspin Limited (the Company) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on financial reporting criteria established by the Company considering the essential components of internal controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Manish Jain & Associates.

Chartered Accountants

Sd/-

FCA Manish Jain

Partner

M.No. 096014

Firm Regd. No. 015608N

Panipat: May 30, 2019