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 thereunder.

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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon give the information required by the Companies Act, 2013, in the manner so required for the companies 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, 2015

b) in the case of the Profit and Loss Account 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

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 Balance Sheet, the 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 statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us:

i. As per information and explanation provided, company doesn't have any pending

litigation that could affect the fairness of the financial statement.

ii. The Company did not have any long-term contracts including derivatives contracts for

which there were any material foreseeable losses

iii. There were no amounts which required to be transferred to Investor Education and

Protection Fund

Annexure to the auditor's report To the Members of Dhoot Industries Limited

Referred to in paragraph 3 and 4 of our report of even date

(i) The Company has no fixed assets hence the said clause is not applicable to the company.

(ii) The Company does not deal in any goods therefore the said clause is not applicable to the company.

(iii) The Company during the period has not granted any loans to parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of the said clause are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to its business activities. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) According to the information and explanation given to us, the company has not accepted any deposits from the public. Therefore, the provisions of said clause are not applicable to the Company.

(vi) As explained to us the requirement of maintenance of cost records under section 148(1) (d) of the Companies Act, 2013 does not apply to the company.

(vii) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of the dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Excise, Value Added Tax, Cess were outstanding as at March 31, 2015.

(c) According to the information and explanations given to us, the Company does not require to transfer funds to Investor Education and Protection Fund.

(viii) The company has no accumulated losses as at March 31, 2015. Hence the said clause is not applicable.

(ix) According to the information and explanations given to us, the Company has not defaulted in any repayment to a financial institution, bank or debenture holders & therefore the said clause relating to maintenance of documents and records is not applicable.

(x) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xi) Company has not obtained term loan secured. Thus, said clause is not applicable.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR SHYAM C. AGARWAL & CO. CHARTERTD ACCOUNTANTS F.R. No. 110243W

Sd/- SHYAM C. AGARWAL (PROPRIETOR) M. NO. 31774

PLACE: MUMBAI DATE: 30.05.2015