Minaxi Textiles Ltd Directors Report.

To The Members,

MINAXI TEXTILES LIMITED

Report on the Financial Statements

We have audited the accompanying standalone Ind AS nancial statements of MINAXI TEXTILES LIMITED ("the Company), which comprise the Balance Sheet as at March 31, 2018 and the statement of Profit and loss (including Other Comprehensive Income), the statement of Cash Flows and the statement of changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information

Managements Resposibility for the Financial Statements.

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind As Financial statements that give a true and fair view of the nancial position, nancial performance including other comprehensive income, cash ows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of he Act.

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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal nancial controls, that were operating the ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone Ind AS nancial statements based on our audit. In conducting 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 and the order issued under section143(11) of the Act. We conducted our Audit of the standalone Ind AS nancial statements 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 standalone Ind AS nancial statements are free from material misstatement .

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the standalone Ind AS nancial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone.Ind AS nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal nancial control relevant to the companys preparation of the standalone Ind AS nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by theCompanys Directors as well as evaluating the overall presentation of the standalone Ind As nancial statements.

We believe that the audit evidence obtained by us is su cient and appropriate to provide a basis for our audit opinion on the standalone Ind AS nancial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us , the aforesaid standalone Ind AS nancial 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 a airs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash ows and the changes in equity for the year ended on that date.

Other Matters

The nancial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these Ind AS Financial Statements, are based on the previously issued statutory nancial statements for the years ended March 31, 2017 and March 31,2016 prepared in accordance with the Companies (Accounting Standards) Rules as applicable which were audited by the predecessor auditor, on which they had expressed an unmodi ed opinion dated May 26, 2017 and May 27, 2016 respectively. The adjustments to those nancial statements for the di erences in accounting principles adopted by the company on transition to the Ind AS have been audited by us.

Report on other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that

a. We have sought and obtained all the information and explanation 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, the Statement of Profit and Loss including other comprehensive income, the statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone Ind AS nancial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act,; e. On the basis of the written representations received from the directors as on March 31 2018, taken on record by the Board of Director, none of the director is disquali ed as on March 31 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal nancial controls over nancial reporting ofthe company and the operating the ectiveness of such controls, refer to our separate report in Annexure-A.

g. With respect to the other matters to be included in the Auditors 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 as at March 31, 2018 in its Ind AS Financial statement.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section (11) of section 143 of the Companies Act 2013, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the order.

For, Kewlani & Associates

Chartered Accountant

Lateshkumar T. Kewlani

Proprietor

Membership No. 140627

Place: Ahmedabad

Date : 15th May, 2018

Annexure-A to Independent Auditors Report

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members Minaxi Textiles Limited of even date).

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

We have audited the Internal Financial Controls over nancial reporting of Minaxi Textiles Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the Ind AS nancial 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 nancial controls based on the internal control over nancial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit or Internal nancial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating the ectively for ensuring the orderly and the cient conduct of its business, including adherence to companys policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable nancial information as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal nancial controls over nancial reporting of the company 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") issued by the Institute of Chartered Accountants of India and the Standard on Auditing prescribed under section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal nancial controls. Those Standards and Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls over nancial reporting was established and maintained and if such controls operated the ectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A companys internal nancial controls over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of the nancial statements for external purpose in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting included 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 transaction are recorded as necessary to permit preparation of nancial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with the 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 companys assets that could have a material the ect on the nancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitation of internal nancial controls over nancial 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, projection of any evaluation of the internal nancial controls over nancial reporting to future periods are subjects to the risk that the internal nancial controls over nancial reporting may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion , to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating the ectively as at 31 March 2018, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial reporting issued by the Institute of Chartered Accountants of India.

For, Kewlani & Associates

Chartered Accountant

Lateshkumar T. Kewlani

Proprietor

Membership No. 140627

Place: Ahmedabad

Date : 15th May, 2018

Annexure-B to Independent Auditors Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Minaxi Textiles Limited of even date).

1. In respect of Fixed assets a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. According to information and explanations given to us, Fixed Assets of the Company have been physically veri ed by the management periodically and no material discrepancies have been noticed on such physical veri cation.

c. According to information and explanations given to us and on the basis of our examination of records of the company the title deeds of immovable properties, other than the self constructed immovable property (buildings), as disclosed in the xed assets to the nancial statements, are held in the name of company.

d. In respect of immovable properties of land that have been taken on lease and disclosed as xed asset in the nancial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

2. As explained to us, the inventories were physically veri ed during the year by the management at reasonable intervals and no materials discrepancies were noticed on physical veri cation. In respect of inventories lying with the third parties, Con rmation has been obtained by the company and there were no discrepancies.

3. The Company has not granted any loans, secured or unsecured, to companies, rms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013 and therefore, the provisions of clause (iii) of the Order are not applicable to the company.

4. In our opinion, and according to the information and explanations given to us, t he Company has not granted any loans or provided any guarantees or security in respect of any loans to any party covered under the Section 185 of the Act. The company has not given guarantees or provided security requiring compliance under section 185 or 186 of the Act; hence clause (iv) of the order is not applicable to the Company.

5. During the year, the company has not accepted any deposits from public within the meaning of provisions of section 73 to 76 of the Companies Act, 2013 and the rules framed there under and therefore, the provisions of clause (v) of the Order are not applicable to the company.

6. On the basis of the records, we are of the opinion that prima facie cost records and accounts specified by the central Government of India under sub-section (1) of section 148 of the Companies Act, 2013 have been maintained. However, we are not required to and have not carried out any detailed examination of such account and records.

7. In respect of Statutory Dues:

a.According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax/ Goods and Service Tax, Wealth Tax, Service Tax, Custom duty, Excise duty cess and any other statutory dues with the appropriate authorities applicable to it. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2018 for a period of more than six months from the date on which they became payable, except Gratuity Liabilities of Rs 21,82,475/-

b. According to the records of the company and on the basis of the information and explanations given to us, there are no dues of sales tax/ Goods and Service Tax, Custom duty, wealth tax, service tax, income tax etc, which have not been deposited on account of any dispute , except for the following.

Name of Statue Nature of dues Amount (Rs. In lacs) Forum where dispute is pending
Sales Tax(VAT) VAT Demand Rs. 75.04 High Court of Gujarat

8. According to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any nancial institutions or bank. The company has not issued any debentures during the year or in the preceding year.

9. The company has not raised moneys by the way of initial public o er or further public o er (including debt instruments) during the year and hence reporting under clause (ix) of the order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its o cers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

11. In our opinion and according to the information and explanations given to us the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the companies Act, 2013.

12. The Company is not a Nidhi company and hence reporting under clause (12) of the order is not applicable.

13. In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Ind AS nancial statements etc. as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or Private placement of shares of fully or partly convertible debentures during the year under review and hence reporting under clause (14) of the order is not applicable to the Company.

15. The Company has not entered into any non cash transactions with Directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

16. The Company is not required to be registered u/s. 45-IA of the Reserve Bank of India Act,1934.

For, Kewlani & Associates

Chartered Accountant

Lateshkumar T. Kewlani

Proprietor

Membership No. 140627

Place: Ahmedabad

Date : 15 May, 2018