Vinyoflex Ltd Auditors Report.

TO THE MEMBERS OF VINYOFLEX LIMITED

We have audited the accompanying financial statement of Vinyoflex Limited (the Company) which comprise the Balance sheet as at 31 st March, 2017, the statement of Profit and Loss and Cash Flow Statement 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 Management is 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application fo appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility

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 auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or erros. In making those risk assessments, the auditor considers internal financial control relevant of the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in th circumstances, but not for the purpose expressing an opinion on whether the Company has in place an adequate internal financial control system over the financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management of the companys directors as well as evaluating the overall presentation of the financial statements. We believe that the audit evidenace we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

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;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2017

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 (the order) issued by the Central Government of India in terms of sub section (ii) 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 to the extent applicable. ‘

2. 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 bet of our knowledge and belief were necessary for the purpose of our audit:

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

(e) On the basis of the written representation received from the directors as on 31 st March, 2017 taken on record by the Board of directors, none of the directors is disqualified as on 31 st March,2017 from being appointed as a director in term of Section 164(2) of the Act.

(f) With respect to the order matters to be included in the Auditors Report in accordance with the 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;

1. There does not have any pending litigations which would impact its financial position.

2. The Company did not have any long term contracts including derivative contracts for which there were any material / foreseeable losses.

3. There were no amounts, which were required to be transferred to the investor Education and Protections Fund by the Company.

For G. N. Bhatelia & Co.
Chartered Accountants
(Registration No. 101303W)
Sd/-
Date : 29th May 2017 (G. N. Bhatelia)
Place : Rajkot Proprietor M. No. 014132

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT FOR 2016-17

Annexure referred to in our independent Auditors Report to the members of the Company on the on financial statements for the year ended 31st March 2017, we report that:

1. i) The Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets

ii) As explained to us, all the fixed assets have been physically verified by the management as per the policy of conducting the verification.

In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its assets. No Material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed and other relevant records evidencing title provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings are held in the name of the Company as at the balance sheet date.

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

3 In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 189 of the Companies Act. 2013.

4 In our opinion and according to the information and explanations given to us, the company has not given any loans, guarantees, security or made any investments which needs to comply with the section 185 and 186 of the Companies Act, 2013.

5 In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013, According to the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of deposit accepted by the Company.

6. Maintenance of Cost records in not specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

7 According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and any other material statutory dues with the appropriate authorities.

b) There were no undisputed amount payable in respect of provident fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax which have not been deposited on account of any dispute of the branch as on 31 st March 2017

8 In our opinion and according to the information and explanations given to us, The Company has not defaulted in the repayment of loans or borrowings to financial institutions, government, banks and dues to debenture holders.

9. In our opinion and according to the informatiorl and explanations given to us, the Company has not raised moneys by way of term loan, , initial public offer or further public offer (including debt instruments) during the year.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

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 (xii) of the CARO 2016 Order is not applicable.

13) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 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 financial statements etc. as required by the applicable accounting standards.

14) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

15) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any noncash transaction with its directors or persons connected with them and hence provision of section 192 of the Companies Act, 2013 are not applicable.

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

For G. N. Bhatelia & Co.
Chartered Accountants
(Registration No. 101303W)
(G. N. Bhatelia)
Date : 29-05-2017 Proprietor
Place : Rajkot M. No. 014132