Maris Spinners Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying standalone financial statements of Maris Spinners Limited ("the Company"), having
its registered office at No 11, Cathedral Road, Chennai - 600 086, Tamil Nadu which comprise the Balance Sheet as
at 31st March 2025, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and a summary of the material accounting policies and other explanatory information
(hereinafter referred to as the "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India including Indian
Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at
31st March 2025, and its loss, total comprehensive loss , its cash flows and the changes in equity for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with
the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

We have no reportable Key Audit Matters.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the
information included in Annual Report to the Shareholders but does not include the standalone financial statements and
our auditor''s report thereon. The Annual Report to the Shareholders is expected to be made available to us after the
date of this Auditor''s Report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that gives a true and fair view of the state of affairs (financial
position), profit or loss (financial performance) changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. 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 of 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
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance, a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about
the matter, or when in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government
in terms of Section 143(11) of the Act, we give in "Annexure A" 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 report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books
of account;

(d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of
the Act;

(e) On the basis of the written representations received from the directors and taken on record by the Board of
Directors, none of the directors are disqualified as on 31st March, 2025 from being appointed as a director in
terms of section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with
reference to Standalone Financial Statements;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended;

In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the
Act;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information

and according to the explanations given to us;

(i) The Company does not have any pending litigation which would impact its financial position except as
detailed in Note 39 (k).

(ii) The company did not have any long-term contracts including derivatives contracts for which there were any
material foreseeable losses as at 31st March 2025.

(iii) There has been no delay in transferring amounts, required to be transferred, the Investor Education and
Protection Fund by the Company.

(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The Company has not declared any dividend for the year;

(vi) Based on our examination, which included test checks, the Company has used accounting software systems
for maintaining its books of account for the financial year ended 31st March, 2025 which have the feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software systems. Further, during the course of our audit we did not come
across any instance of the audit trail feature being tampered with and the audit trail has been preserved by
the Company as per the statutory requirements for record retention.

for RAGHAVAN, CHAUDHURI & NARAYANAN

CHARTERED ACCOUNTANTS
Firm''s Registration No.: 007761S

ASHOK RAGHAVAN

Partner

Place : Bengaluru Membership No. 203327

Date : 28th May, 2025 UDIN: 25203327BMMBFA3145

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Maris Spinners Limited (“the Company”), having
its registered office at No 11, Cathedral Road, Chennai - 600 086, Tamil Nadu which comprise the Balance Sheet as
at 31st March 2024, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and a summary of the material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India including Indian
Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs of the Company as at
31st March 2024, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with
the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of
the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in Annual Report to the Shareholders but does not include the standalone financial statements and
our auditor’s report thereon. The Annual Report to the Shareholders is expected to be made available to us after the
date of this Auditor’s Report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that gives a true and fair view of the state of affairs (financial
position), profit or loss (financial performance) changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. 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 of 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
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance, a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about
the matter, or when in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government
in terms of Section 143(11) of the Act, we give in "Annexure A" 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 report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books
of account;

(d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of
the Act;

(e) On the basis of the written representations received from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms
of section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended;

In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the
Act;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information
and according to the explanations given to us;

(i) The Company does not have any pending litigation which would impact its financial position except as
detailed in Note 35 (k).

(ii) The company did not have any long-term contracts including derivatives contracts for which there were any
material foreseeable losses as at 31 March 2024.

(iii) There has been no delay in transferring amounts, required to be transferred, the Investor Education and
Protection Fund by the Company.

(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The Company has not declared any dividend for the year.

(vi) Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2024 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software Further, during our audit we did not come across any instance of the
audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is not applicable for the financial year ended
March 31, 2024.

for RAGHAVAN, CHAUDHURI & NARAYANAN

CHARTERED ACCOUNTANTS
Firm''s Registration No.: 007761S

ASHOK RAGHAVAN

Partner

Place : Bengaluru Membership No. 203327

Date : 29th May, 2024 UDIN: 24203327BKFOMM5450

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Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

To the Members of

M/s MARIS SPINNERS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Maris Spinners Limited ("the Company”) No 11, Cathedral Road, Chennai - 600 086, which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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.

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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s 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 on the financial statements.

Basis for Qualified Opinion

The balances of certain Debtors and Creditors as well as advances given to and received from parties are subject to confirmation as mentioned in Note No.24 (g) of Notes forming part of the financial statements. The balances of such parties are subject to reconciliation of differences, if any.

Some of the Parties to whom such confirmation letters have been sent have responded pursuant to which their accounts have been reconciled. As all the Parties to whom the letters have been sent have not responded due to which their accounts could not be reconciled, the same cannot be treated as confirmed, although in the opinion of Management the balances of such Parties are in order.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2016 and its profit and cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required under the Companies (Auditor''s 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 of 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 best of our knowledge and belief were necessary for the purposes 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 accounts of the branches/units have been audited by us;

d) 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;

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

f) There are no financial transactions that have adverse effect on the functioning of the company;

g) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act;

h) There are no qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith;

i) with respect to the adequacy of internal financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in "Annexure-B"; and

j) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of Companies (Audit and Auditors) Rules, 2014 in our opinion and to best of our information and according to the explanations given to us

i. The Company does not have any pending litigations which would impact its financial position except as detailed in Note No.24 (m).

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There are no amounts required to be transferred to Investor Education and Protection Fund.

Annexure ''A'' to the Independent Auditors'' Report

The Annexure A referred to in the Independent Auditor''s Report to the members of Maris Spinners Limited for the year ended on March 31, 2016.

We report that:

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

b) According to the information and explanation given to us and in our opinion the management has carried out physical verification of Fixed Assets at reasonable intervals and no material discrepancies have been noticed on such verification;

c) On the basis of our verification, all the title deeds of the immovable properties owned by the company are held in the name of the company;

ii. According to the information and explanation given to us and in our opinion the inventory, has been physically verified at reasonable intervals during the year under review by the management and no material discrepancies have been noticed on such verification.

iii. a) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

b) As the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013, reporting under sub clause (iii) of paragraph 3 of the Order does not arise.

iv. According to the information and explanation given to us and in our opinion, there are no loans, investments, guarantees and security granted by the company which attracts provisions of section 185 and 186 of the Companies Act, 2013;

v. The Company has not accepted deposits and hence reporting under sub-clause (v) of paragraph 3 of the Order does not arise;

vi. We have reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government under section 148(1) of the Companies Act, 2013 for the maintenance of cost records and we are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. a) The company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues with the appropriate authorities except for few marginal delay in remittance of service tax;

b) According to the information and explanations given to us, there are no undisputed amounts in respect of Income-Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax.

viii. According to the information and explanation given to us and on the basis of our examination of the records, the company has not defaulted in the repayment of dues to Banks or financial institutions. As per the information and explanation received, the company has neither availed borrowings from Governments nor issued Debentures and hence, reporting on the repayment of loans to Government or dues to Debenture Holders does not arise;

ix. The Company did not raise any money by way of initial public offer or further public offer including debt instruments during the year. The company has obtained term loans during the year, on the basis of review of utilization of funds pertaining to the term loans on an overall basis and related information made available to us, the term loans taken by the company have been utilized for the purposes for which they were obtained.

x. According to the information and explanation given to us and in our opinion, no fraud by or on the Company has been noticed or reported during the year under review;

xi. According to the information and explanation given to us and in our opinion, the Managerial Remuneration paid is in accordance with the provisions of section 197 read with Schedule V of the Companies Act, 2013 and hence reporting under sub-clause (xi) of paragraph 3 of the order does not arise;

xii. As the Company is not in the nature of Nidhi Company, reporting under sub-clause (xii) of paragraph 3 of the order does not arise;

xiii. According to the information and explanation given to us and in our opinion, transactions with all the related parties are in compliance with section 177 and 188 of the Companies act 2013 and where applicable, the company has disclosed the details in the financial statements etc., as required by the applicable accounting standards;

xiv. According to the information and explanation given to us, the company has not made any preferential or private placement of shares or fully or partly convertible debentures during the year under review, reporting under sub clause (xiv) of paragraph 3 of the order does not arise;

xv. The company has not entered into any non-cash transactions with directors or persons connected with them and hence reporting under sub-clause (xv) of paragraph 3 of the order does not arise;

xvi. The company is not engaged in the business of non-banking financial institution. Hence it is not required by the company to obtain registration under section 45-IA of the Reserve Bank Act, 1934.

Annexure ''B'' to the Independent Auditors'' Report

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 financial reporting of M/s Maris Spinners Limited ("the Company") No 11, Cathedral Road, Chennai - 600086, as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the 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 (''ICAI''). 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 company''s 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 Company''s 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 auditor''s judgment, 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting:

A company''s 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 company''s 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 company''s 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 31 March 2016, based on the 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 N.C.S. RAGHAVAN & CO.

CHARTERED ACCOUNTANTS

(Firm Registration No.: 007335S)

N.C. SUNDARA RAGHAVAN

Place : Bangalore PARTNER

Date : 30.05.2016 (Membership No. 5952)

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Mar 31, 2014

We have audited the accompanying financial statements of M/s MARIS SPINNERS LIMITED, (''the Company'') No. 11, Cathedral Road, Chennai - 600 086 at 31st March 2014, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. These 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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 qualified audit opinion.

Basis for Qualified Opinion

The balances of certain Debtors and Creditors and advances given to and received from parties are subject to confirmation as mentioned in Note No.24 (f). The balances of such parties are subject to reconciliation of differences, if any.

The Management have sent letters of Confirmations to various parties who are classified as Sundry Debtors and Creditors and to parties from whom Trade advances have been received and to whom Trade advances are given.

Some of the Parties to whom such confirmation letters have been sent have responded pursuant to which their accounts have been reconciled. As all the Parties to whom the letters have been sent have not responded due to which their accounts could not be reconciled, the same cannot be treated as confirmed, although in the opinion of Management the balances of such Parties are in order.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements, along with notes accompanying such statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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 Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required under provisions of section 227(3) of the Companies Act, 1956, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) the Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Statement of matters to be reported as specified in Paragraphs 4 and 5 of COMPANY''S (AUDITORS'' REPORT) ORDER, 2003.

PARA 4

i. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. According to the information and explanations given to us, physical verification of Fixed Assets have been carried out by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c. As the Company has not disposed off a substantial part of its fixed assets during the year, reporting under Para 4(i)(c) of the Order does not arise.

ii. a. The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is adequate.

b. As per the information and explanation given to us and in our opinion, the procedures of physical verification of inventory followed by the management are reasonable and commensurate with the size of the Company and the nature of its business.

c. In our Opinion, the Company is maintaining proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of accounts;

iii. a) The Company has not granted any secured loans to Companies, firms or other parties covered in the register maintained under section 301 of the Act. The Company has granted an unsecured loan of Rs. 10 crores during the year to M/s Maris Power Supply Company Private Limited a Company listed under the register maintained under section 301 of the Act.

b) The rate of interest and other terms and conditions of the loan given are prima facie not prejudicial to the interest of the Company.

c) The Company has received repayment of the entire loan including interest during the financial year.

d) As there is no outstanding balance recoverable form the Company to whom an unsecured loan was given during the year as above, reporting under this para does not arise.

e) The Company has not received secured loans from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has received unsecured loans from the following parties covered in the register to be maintained under section 301 of the Companies Act, 1956.

Sl. Name of the Party Relationship Balance as on No. 01.04.13 (Rs.)

1. Sri. M. Rengaswamy Director 28,10,000

2. Sri. Anandkumar Rengaswamy Director 25,70,000

3. Maris Hotels & Theatres Pvt Ltd Associate Concern 1,00,00,000

4. Sri. T. Raghuraman Director NIL

Sl. Name of the Party Payment Receipt Balance as during the during the on 31.03.14 year (Rs.) year (Rs.)

1. Sri. M. Rengaswamy NIL NIL 28,10,000

2. Sri. Anandkumar Rengaswamy NIL 12,63,920 13,06,080

3. Maris Hotels & Theatres Pvt Ltd NIL 1,00,00,000 NIL

4. Sri. T. Raghuraman 51,50,000 1,50,000 50,00,000

f) As per the information and explanations provided to us, the rate of interest and terms and conditions of such loans are prima facie not prejudicial to the interest of the company.

g) The Company has made repayment of principal and interest to a few parties as mentioned above during the financial year.

iv. There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us we have neither come across nor have we been informed of any continuing failure to correct weaknesses in the aforesaid internal control system.

v. a. All the transactions that need to be entered into a register in pursuance of Section 301 of the Act have been entered.

b. In our opinion the prices at which such transactions have been entered into are reasonable having regard to the prevailing market prices for such transactions.

vi. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder, and hence reporting under Clause 4(vi) of the Order does not arise.

vii. According to the information made available and explanation given to us and in our opinion, the Company''s present internal audit system is commensurate with its size and nature of its business.

viii. We have reviewed the books of accounts maintained by the Company pursuant to the Order made by the Central Government for the maintenance of Cost records under section 209(1) (d) of the Companies Act, 1956 and are of opinion that prima-facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix. According to the books of accounts and other records as produced before us and examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, Income-tax, custom duty, excise duty and service tax, cess and any other statutory dues except for marginal delays in a few cases.

x. The accumulated losses of the Company at the end of the financial year does not exceed 50% of its net worth. The company has not suffered cash losses during the present financial year and in the immediately preceding financial year.

xi. According to the records made available to us, the Company has not defaulted in repayment of its dues to any financial institutions or banks and hence reporting under Clause 4(xi) does not arise.

xii. The Company has not granted loans and advances on the basis of the security by way of pledge of shares, debentures and other securities and hence reporting under Clause 4(xii) of the order does not arise.

xiii. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it, hence reporting under Clause 4(xiii) of the order does not arise.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments, hence reporting under Clause 4(xiv) of the order does not arise.

xv. According to the information made available and explanation given to us and in our opinion, the Company has not given any guarantee for loans taken by others from banks or financial institutions, and therefore reporting under Clause 4(xv) of the order does not arise.

xvi. The Company has obtained term loans under the Textile Upgradation Fund scheme from the Indian Overseas Bank, Indian Bank and Karur Vysya Bank. On the basis of review of utilization of funds pertaining to the term loans on an overall basis and related information made available to us, the term loans taken by the Company have been primarily applied for the purposes for which they were obtained.

xvii. According to the information made available and records produced before us and in our opinion, the Company has a cash credit and overdraft facility with Indian Overseas Bank and Karur Vysya Bank. On the basis of review of utilization of funds pertaining to the short term working capital loans on an overall basis and related information made available to us, the short term loans taken by the Company as above have been not been applied for long term investments.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Hence reporting under Clause 4(xviii) of the order does not arise.

xix. The Company has not issued any debentures and hence reporting under Clause (xix) of the order does not arise.

xx. The Company has not raised any money by way of public issue during the financial year under reporting and hence reporting under Clause 4(xx) does not arise.

xxi. According to the information made available to us and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For N.C.S. RAGHAVAN & CO. CHARTERED ACCOUNTANTS (Firm Registration No.: 007335S)

N.C. SUNDARA RAGHAVAN Place : Bangalore PARTNER Date : 30.05.2014 (Membership No. 5952)

---

Mar 31, 2012

We have audited the attached Balance sheet of M/s MARIS SPINNERS LIMITED, ('the Company') No 11, Cathedral Road, Chennai - 600 086 at 31st March 2012, the related Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement 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 statements based on our audit.

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

As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) (Amendment) Order 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards (as applicable) referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except for Accounting Standard 15 on Employee Benefits to the limited extent of the provision for leave encashment of the employees;

(e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit and loss account read together with notes thereon and subject to Note No.8 with regard to confirmation of balances of debtors & creditors, advances received from and given to parties and Note No 1(H) on the Provision for Leave Encashment, gives the information required by the Companies Act, 1956 and in the manner so required give a true and fair view and is 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, 2012 ; and

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

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

ANNEXURE TO AUDITORS' REPORT

Statement of matters to be reported as specified in Paragraphs 4 and 5 of COMPANY'S (AUDITORS' REPORT) ORDER, 2003

PARA 4

i. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. According to the information and explanations given to us, physical verification of Fixed Assets have been carried out by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c. As the Company has not disposed off substantial part of its fixed assets, reporting under Para 4(i)(c) of the Order does not arise.

ii. a. As per the information and explanation given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b. As per the information and explanation given to us and in our opinion, the procedures of physical verification of inventory followed by the management are reasonable and commensurate with the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and as per the information and explanation given to us and based on our observation no material difference was noticed during the year.

iii. 1. In respect of the loans secured or unsecured, granted or taken by the company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956; a) The Company has granted/ received unsecured loan during the financial year to the following parties covered in the register to be maintained under section 301 of the Companies Act, 1956.



Balance as on Sl.No Name of the Party Relationship 01.04.11 (Rs)

1. Sri. M. Rengaswamy Director 28,10,000/-

2. Sri. Anandkumar Rengaswamy Director 25,70,000/-

3. Maris Hotels & Associate 1,50,00,000/- Theatres Pvt Ltd Concern

4. Sri. T. Raghuraman Director NIL



Name of the party Payment Receipt Balance as during the during the on 31.03.12 year (Rs.) year (Rs.)





Sri. M. Rengaswamy NIL NIL 28,10,000/-

Sri. Anandkumar Rengaswamy NIL NIL 25,70,000/-

Maris Hotels & NIL NIL 1,50,00,000/- Theatres Pvt Ltd

Sri. T. Raghuraman NIL 1,64,48,000/- 1,64,48,000/-



iv. There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us we have neither come across nor have we been informed of any continuing failure to correct weaknesses in the aforesaid internal control system.

v. a. All the transactions that need to be entered into a register in pursuance of Section 301 of the Act have been entered. b. In our opinion the prices at which such transactions have been entered into are reasonable having regard to the prevailing market prices for such transactions.

vi. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act 1956 and the rules framed there under, and hence reporting under Clause 4(vi) of the Order does not arise.

vii. According to the information made available and explanation given to us and in our opinion, the Company's present internal audit system is commensurate with its size and nature of its business.

viii. We have reviewed the books of accounts maintained by the Company pursuant to the Order made by the Central Government for the maintenance of Cost records under section 209( 1) (d) of the Companies Act, 1956 and are of opinion that prima-facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix. According to the books of accounts and other records as produced before us and examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, Income-tax, custom duty, cess and any other statutory dues except for marginal delays in a few cases and wealth tax with the appropriate authorities.

x. There are no accumulated losses of the Company at the end of the financial year which exceed 50% of its net worth. The company has suffered cash losses during the present financial year whereas, there are no cash losses in the immediately preceding financial year and hence reporting under Clause 4(x) does not arise.

xi. According to the records made available to us, the Company has not defaulted in repayment of its dues to any financial institutions or banks and hence reporting under Clause 4(xi) does not arise

xii. The Company has not granted loans and advances on the basis of the security by way of pledge of shares, debentures and other securities and hence reporting under Clause 4(xii) of the order does not arise.

xiii. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to it, hence reporting under Clause 4(xiii) of the order does not arise.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments, hence reporting under Clause 4(xiv) of the order does not arise

xv. According to the information made available and explanation given to us and in our opinion, the Company has not given any guarantee for loans taken by others from banks or financial institutions, and therefore reporting under Clause 4(xv) of the order does not arise.

xvi. The Company has obtained term loans under the Textile Upgradation Fund scheme from the Indian Overseas Bank and Indian Bank. On the basis of review of utilization of funds pertaining to the term loans on an overall basis and related information made available to us, the term loans taken by the Company have been primarily applied for the purposes for which they were obtained. However, it not possible to ascertain with reasonable accuracy as to whether such loans were wholly used for the purposes for which they were obtained.

xvii. According to the information made available and records produced before us and in our opinion, the Company has used the short-term funds obtained by it primarily only for the purpose of meeting its working capital requirements. However it is not possible to ascertain with reasonable accuracy as to whether such short-term funds were also used for long-term purposes.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Hence reporting under Clause 4(xviii) of the order does not arise.

xix. The Company has not issued any debentures and hence reporting under Clause (xix) of the order does not arise.

xx. The Company has not raised any money by way of public issue during the financial year under reporting. The Company had raised funds through a public issue of shares in the year 1995-96 and according to information made available and explanation given to us and in our opinion; the funds raised through the public issue were used only for the purposes of the business of the Company. However a complete disclosure of the end use of money raised by public issue has not been made by the management as on date, as there was no legal requirement to do so under the Companies Act 1956.

xxi. According to the information made available to us and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For N.C.S. RAGHAVAN & CO.

CHARTERED ACCOUNTANTS

(Firm Registration No.: 007335S)

N.C. SUNDARA RAGHAVAN

Place : Bangalore PARTNER

Date : 20.08.2012 (Membership No. 5952)

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Mar 31, 2010

We have audited the attached Balance sheet of M/s MARIS SPINNERS LIMITED, (the Company1) No 11, Cathedral Road, Chennai - 600 086 at 31st March 2010, the related Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement 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 statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards (as applicable) referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except Accounting Standard 15 to the extent of the provision for Leave encashment of employees;

(e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit and loss account read together with notes thereon subject to Note No.8 withregard to confirmation of balances of debtors & creditors, advances received from and given to parties and Note No 1(viii)(B)(iii) on the Provision for Leave Encashment, gives the information required by the Companies Act, 1956 and in the manner so required give a true and fair view.and is 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, 2010; and

(b) in the case of the Profit and Loss Account, profit of the Company for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT Statement of matters to be reported as specified in Paragraphs 4 and 5 of COMPANYS (AUDITORS REPORT) ORDER, 2003 PARA 4

i. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. According to the information and explanations given to us, physical verification of Fixed Assets have been carried out by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c. As the Company has not disposed off substantial part of its fixed assets, reporting under Para 4(i)(c) of the Order does not arise.

ii. a. As per the information and explanation given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b. As per the information and explanation given to us and in our opinion, the procedures of physical verification of inventory followed by the management are reasonable and commensurate with the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and as per the information and explanation given to us and based on our observation no material difference was noticed during the year.

iii. a. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act and hence reporting under Clause (a), (b), (c) & (d) of Para 4(iii) of the Order does not arise. b. The Company has not taken any unsecured loan from any parties covered under register required to be maintained under Section 301 of the Companies Act, 1956. iv. There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us we have neither come across nor have we been informed of any continuing failure to correct weaknesses in the aforesaid internal control system. v. a. All the transactions that need to be entered into a register in pursuance of Section 301 of the Act tiave been entered. b. In our opinion the prices at which such transactions have been entered into are reasonable having regard to the prevailing market prices for such transactions. vi. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder, and hence reporting under Clause 4(vi) of the Order does not arise.

vii. According to the information made available and explanation given to us and in our opinion, the Companys present internal audit system is commensurate with its size and nature of its business.

viii. We have reviewed the books of accounts maintained by the Company pursuant to the Order made by the Central Government for the maintenance of Cost records under section 209(1) (d) of the Companies Act, 1956 and are of opinion that prima-facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix. According to the books of accounts and other records as produced before us and examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, Income-tax, wealth tax, custom duty, cess and any other statutory dues with the appropriate authorities.

x. The accumulated losses of the Company at the end of the financial year are not more than 50% of the Net Worth of the company. The Company has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

xi. According to the records made available to us. the Company has not defaulted in repayment of its dues to any financial institutions or banks and hence reporting under Clause 4(xi) does not arise

xii. The Company has not granted loans and advances on the basis of the security by way of pledge of shares, debentures and other securities and hence reporting under Clause 4(xii) of the order does not arise.

xiii. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to it. hence reporting under Clause 4(xiii) of the order does not arise.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments, hence reporting under Clause 4(xiv) of the order does not arise

xv According to the information made available and explanation given to us and in our opinion, the Company has not given any guarantee for loans taken by others from bank or financial institutions, and therefore reporting under Clause 4(xv) of the order does not arise.

xvi. The Company has obtained term loans under the Textile Upgradation Fund scheme from the Indian Overseas Bank and the Karur Vysya Bank Ltd. On the basis of review of utilization of funds pertaining to the term loans on overall basis and related information made available to us, the term loan taken by the Company have been primarily applied for the purposes for which they were obtained. However, it not possible to ascertain with reasonable accuracy as to whether such loans were wholly used for the purposes for which they were obtained.

xvii According to the information made available and records produced before us and in our opinion, the Company has used the short-term funds obtained by it primarily only for the purpose of meeting its working capital requirements However it is not possible to ascertain with reasonable accuracy as to whether such short- term funds were also used for long-term purposes

xviii The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Hence reporting under Clause 4(xviii) of the order does not arise.

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by way of public issue during the financial year under reporting. The Company had raised funds through a public issue of shares in the year 1995-96 and according to information made available and explanation given to us and in our opinion; the funds raised through the public issue were used only for the purposes of the business of the Company. However a complete disclosure of the end use of money raised by public issue has not been made by the management as on date, as there was no legal requirement to do so under the Companies Act 1956.

xxi According to the information made available to us and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For N.C.S. RAGHAVAN & CO.

CHARTERED ACCOUNTANTS (Firm Registration No.: 007335S)

N.C. SUNDARA RAGHAVAN

PARTNER

(Membership No. 5952)

Place Bangalore

Date 01 09.2010