Auditor Report of Ashish Polyplast Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of ASHISH POLYPLAST LIMITED, Ahmedabad which comprise the Balance sheet as at 31st March 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on 31st March 2015, 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 stated in Section 134 (5) of the Companies Act 2013 (" the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the companies (Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors ' Responsibilty

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 a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March 2015 and its profit and its 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, 2015, ("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 statement on the matters specified in paragraph 3 and 4 of the said 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 purpose of our audit.

(b) in our opinion, the Company has kept proper books of account as required by law, so far, as appears from our examination of the 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 afrosaid 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

(f) 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 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 litigations which Would impact its financial position.

(ii ) The Company did not have any long term contracts including derivative contracts for which there were any material for seable losses.

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of out audit, we report that.

(i) In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. All the fixed assets have not been physically verified by the management during the year But, according to the information and explanations given to us, there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii ) In respect of Inventories

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

(iii ) As the company has not granted any loans secured or unsecured, to companies. Firms or other parties covered in the register maintained u/s.189 of the Companies Act, 2013, paragraphs (iii), (a) and (b) of the order are not applicable.

(iv) As per the information and explanations given to us, there is in our opinion an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal, control system

(v) The Company has not accepted any deposit from the public Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company

(vi) As per the information and explanations given to us, the provisions of maintenance of cost records specified by the Central Government under section 148(1) of the Companies Act, 2013 are not applicable to the company during the year under reference.

(vii) According to information and explanations given to us in respect of statutory and other dues :

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including, Provident Fund, Income Tax, Sales Tax, service tax, duty of excise, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As expained to us, the Company did not have any dues on account of employees' state insurance .wealth tax and duty of customs.

b. According to information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, service tax, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. Disputed dues in respect of excise duty and penalty thereon aggregating to Rs. 8,79,562/- have not been deposited since the appeal is pending before Commissioner (Appeals-lll),Ahmedabad.

c. No amount is required to be transferred to Investor Education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 ( 1 of 1956 ) and rules made thereunder.

(viii) The Company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(x) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year nor we have been informed of such case by the management

For, M. R. PANDHI & ASSOCIATES Chartered Accountants Firm Registration No.112360W



N. R. Pandit Place : Ahmedabad Partner Date : 29th May, 2015 Membership No.033436

---

Mar 31, 2014

We have audited the accompanying financial statements of ASHISH POLYPLAST LIMITED, Ahmedabad which comprise the Balance sheet as at 31st March 2014 and Statement of Profit and Loss and also the Cash Flow Statement for the year ended on 31st March,2014, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 notified under 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 and in accordance with the accounting principals generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibilty

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 company''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 audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon gives, the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) in the case of 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, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2 As required by section 227(3) of the Act, 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, the Company has kept proper books of account as required by law, so far, as appears from our examination of the 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow statement comply with the Accounting Standards notified under 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.

(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 is 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 Companies Act, 1956.

ASHISH POLYPLAST LIMITED ANNEXURE TO AUDITOR''S REPORT (Referred to in paragraph 3 of our report of even date)

1 In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. All the fixed assets have not been physically verified by the management during the year But, according to the information and explanations given to us, there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us the company has not made any substantial disposals during the year.

2 In respect of Inventories

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintain u/s 301 of the Companies Act 1956, according to the information and explanation given to us:

A. In Respect of Loan Taken

The Company has not taken any loan from companies, firms or other parties listed in the register maintained u/s.301 of The Companies Act 1956. Consequancy the requirement of caluses (iii) (f) and (iii) (g) of paragraph 4 of the order is not applicable.

B In Respect of Loan Granted As the company has not granted any loans secured or unsecured, to or from parties listed in the register maintained u/s.301 of the Companies Act, 1956, paragraphs (iii)(b), (c) and (d) of the order are not applicable.

4 As per the information and explanations given to us, there are, in our opinion, adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5 In respect of transactions entered in the register maintained in the pursuance of section 301 of The Companies Act 1956.

a. To the best of our knowledge and belief and according to the information and explanation given to us there are no transactions during the year that need to be entered into a register maintained u/s.301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanation given to us, as there are no transactions that need to be entered into register maintained u/s.301 of the Companies Act, 1956, paragraphs (v)(b) of the order is not applicable.

6 vi) The Company has not accepted any deposit from the public pursuant to sections 58A, 58AA or any other relevant provisions of the Companies Act 1956 and rules framed there under. Therefore, the provisions of clause (vi) of the Order are not applicable to the Company

7 In our opinion, the company has internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central Government under section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed cost records have been maintained.We have however not made detailed examination of the records with a view to determine whether they are accurate or complete..

9 According to information and explanations given to us in respect of statutory and other dues:

a. The Company has been generally regular in depositing undisputed statutory dues, including, Provident Fund, Employee State Insurance,Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,Cess and other material statutory dues applicable to it with the appropriate authorities during the year. .

b. According to information and explanation given to us, no undisputed amounts payable in respect of provident fund,employee state insurance, income-tax, wealth-tax, sales-tax, custom duty, excise duty , cess and other material statutory dues where in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.")

c. Disputed dues in respect of Excise Duty and penalty thereon aggregating to Rs.8,79,562/- have not been deposited since the appeal is pending before Commissiner (Appeals-III),Ahmedabad..

10 The Company does not have accumulated losses.The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

12 According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

13 In our opinion the Company is not a chit fund/nidhi/mutual benefit society.Therefore,the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments as such provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company

15 In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

17 According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18 According to the information and explanations given to us the company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

19 According to the information and explanations given to us, and the records examined by us, the company has not issued any debenture during the financial year.

20 The company has not raised any money by public issue during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For, M. R. PANDHI & ASSOCIATES Chartered Accountants

Ahmedabad, 29th May, 2014

M. R. Pandhi

Partner

M.No.Membership No.033057

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of ASHISH POLYPLAST LIMITED, Ahmedabad as at 31st March 2012 and the attached Statement of Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. 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 purpose of our audit.

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

(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account of the Company.

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(e) On the basis of representation received from the directors of the company, we report that no director is disqualified from being appointed as a director of the company under clause (g) of subsection (1) of section 274 of Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon gives, the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012; and

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

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

For, M. R. PANDHI & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 112360W

M. R. Pandhi Partner M.No. 33057

Place : Ahmedabad Date :30th May 2012

ANNEXURE TO AUDITOR'S REPORT (Referred to in paragraph 3 of our report of even date)

The nature of company's business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year under report.

1 In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. All the fixed assets have not been physically verified by the management during the year But, according to the information and explanations given to us, there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification

c. In our opinion and according to the information and explanations given to us the company has not made any substantial disposals during the year.

2 In respect of Inventories

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintain u/s 301 of the Companies Act 1956, according to the information and explanation given to us :

A In Respect of Loan Taken

The Company has not taken any loan from companies, firms or other parties listed in the register maintained u/s.301 of The Companies Act 1956. Consequancy the requirement of clauses (iii) (f) and (iii) (g) of paragraph 4 of the order is not applicable.

B In Respect of Loan Granted

b. As the company has not granted any loans secured or unsecured, to or from parties listed in the register maintained u/s.301 of the Companies Act, 1956, paragraphs (iii)(b), (c) and (d) of the order are not applicable.

4 As per the information and explanations given to us, there are, in our opinion, adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5 In respect of transactions entered in the register maintained in the pursuance of section 301 of The Companies Act 1956.

a. To the best of our knowledge and belief and according to the information and explanation given to us there are no transactions during the year that need to be entered into a register maintained u/ s.301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanation given to us, as there are no transactions that need to be entered into register maintained u/s.301 of the Companies Act, 1956, paragraphs (v)(b) of the order is not applicable.

6 As per the information and explanations given to us, the company is yet to set up a formal internal audit system commensurate with the size of the Company and nature of its business.

7 The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 .We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been maintained.We have however not made detailed examination of the records with a view to determine whether they are accurate or complete.

8 According to information and explanations given to us in respect of statutory and other dues:

a. Baring a few instances, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, VAT, Wealth Tax, Custom Duty, Cess and other statutory dues with the appropriate authorities during the year.

b. Disputed dues in respect of Excise Duty and penalty thereon aggregating to Rs.11.80 lacs have not been deposited since the matters are pending before relevant Appellate Authority.

9 The Company neither have accumulated losses at the end of year, nor incurred cash losses during the current and the immediately preceding financial year.

10 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

11 According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

12 In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

13 To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

14 According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment (fixed asset, etc.) and vice versa other than temporary deployment pending application.

15 According to the information and explanations given to us the company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

16 According to the information and explanations given to us, and the records examined by us, the company has not issued any debenture during the financial year.

17 The company has not raised any money by public issue during the year.

18 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For, M. R. PANDHI & ASSOCIATES Chartered Accountants

M. R. Pandhi Partner M.No.33057

---

Mar 31, 2011

We have audited the attached Balance Sheet of ASHISH POLYPLAST LIMITED, AHMEDABAD as at 31st March 2011 and the attached Profit and Loss Account and the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the company's Management. Our responsibility is to express an opinion on these financial 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examination, on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis of our opinion.

1. 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.

2. In our opinion, the Company has kept proper books of account as required by law, so far, as appears from our examination of the books.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

5. On the basis of representation received from the directors of the company, we report that no director is disqualified from being appointed as a director of the company under clause (g) of subsection (1) of section 274 of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon and subject to our comments as per Note No.25 regarding advances and other notes thereon, gives the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011

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

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

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we further report that :

(i) The nature of company's business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year under report.

(ii) In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, In our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanation given to us the company has not made any substantial disposals during the year.

(iii) In respect of its Inventories :

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintain u/s 301 of the Companies Act 1956, recording to the information and explanation given to us :

a. The Company has not taken any loan from companies, firms or other parties listed in the register maintained u/s.301 and from companies under the same management. The Company has not granted any loan during the year to any companies, firms or other parties listed in register maintained u/s 301 of The Companies Act 1956.

However, the company has, in the past, given advances for goods and other advances to a company and firms and other party covered in register maintained u/s.301 of the Companies Act, 1956 as per details given in Note No.26 (0) under related party disclosure. As informed to us these are not loans or advances in the nature of loans.

b. As the company has not granted/taken any loans secured or unsecured, to or from parties listed in the register maintained u/s.301 of the Companies Act, 1956, paragraphs (iii)(b), (c) and (d) of the order are not applicable.

(v) As per the information and explanations given to us, there are, in our opinion, adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(vi) In respect of transactions entered in the register maintained in the pursuance of section 301 of The Companies Act 1956.

a. To the best of our knowledge and belief and according to the information and explanation given to us there are no transactions during the year that need to be entered into a register maintained u/s.301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanation given to us, as there are no transactions that need to be entered into register maintained u/s.301 of the Companies Act, 1956, paragraphs (v)(b) of the order is not applicable.

(vii) The Company has not accepted any deposits from public during the year.

(viii) As per the information and explanations given to us, the company is yet to set up a formal internal audit system commensurate with the size of the Company and nature of its business.

(ix) The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products manufactured by the Company.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. Baring a few instances, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, VAT, Wealth Tax, Custom Duty, Cess and other statutory dues with the appropriate authorities during the year.

b. Disputed dues in respect of Excise Duty and penalty thereon aggregating to Rs.11.80 lacs have not been deposited since the matters are pending before relevant Appellate Authority.

(xi) The Company neither have accumulated losses at the end of year, nor incurred cash losses during the current and the immediately preceding financial year.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(xiii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvi) According to the cash flow statement and other records examined by us and the information an explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment (fixed asset, etc.) and vice versa other than temporary deployment pending application.

(xvii) According to the information and explanations given to us the company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

(xviii) According to the information and explanations given to us, and the records examined by us, the company has not issued any debenture during the financial year.

(xix) The company has not raised any money by public issue during the year.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For, M.R.Pandhi & Associates Chartered Accountants FRN:112360W

(M.R.Pandhi) Partner Membership No.033057

Ahmedabad, June 22, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of ASHISH POLYPLAST LIMITED, AHMEDABAD as at 31st March 2010 and the attached Profit and Loss Account and the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the companys Management. Our responsibility is to express an opinion on these financial 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examination, on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis of our opinion.

1. 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.

2. In our opinion, the Company has kept proper books of account as required by law, so far, as appears from our examination of the books.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

5. On the basis of representation received from the directors of the company, we report that no director is disqualified from being appointed as a director of the company under clause (g) of subsection (1) of section 274 of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon and subject to our comments as per Note No.25 regarding advances and other notes thereon, gives the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010

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

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

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we further report that: (i) The nature of companys business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year under report.

(ii) In respect of Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanation given to us the company has not made any substantial disposals during the year.

(iii) In respect of its Inventories:

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintain u/s 301 of the Companies Act 1956, according to the information and explanation given to us :

a. The Company has not taken any loan from companies, firms or other parties listed in the register maintained u/s.301 and from companies under the same management. The Company has not granted any loan during the year to any companies, firms or other parties listed in register maintained u/s 301 of The Companies Act 1956.

However, the company has, in the past, given advances for goods and other advances to a company and firms and other party covered in register maintained u/s.3Q1 of the Companies Act, 1956 as per details given in Note No.26 (D) under related party disclosure. As informed to us these are not loans or advances in the nature of loans.

b. As the company has not granted/taken any loans secured or unsecured, to or from parties listed in the register maintained u/s.301 of the Companies Act, 1956, paragraphs (iii)(b), (c) and (d) of the order are not applicable. (v) As per the information and explanations given to us, there are, in our opinion, adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system. (vi) In respect of transactions entered in the register maintained in the pursuance of section 301 of The Companies Act 1956.

a. To the best of our knowledge and belief and according to the information and explanation given to us there are no transactions during the year that need to be entered into a register maintained u/s.301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanation given to us, as there are no transactions that need to be entered into register maintained u/s.301 of the Companies Act, 1956, paragraphs (v)(b) of the order is not applicable.

(vii) The Company has not accepted any deposits from public during the year.

(viii) As per the information and explanations given to us, the company is yet to set up a formal internal audit system commensurate with the size of the Company and nature of its business. (ix) The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the CompaniesAct, 1956 in respect of the products manufactured by the Company.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. Baring a few instances, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, VAT, Wealth Tax, Custom Duty, Cess and other statutory dues with the appropriate authorities during the year.

b. Disputed dues in respect of Excise Duty and penalty thereon aggregating to Rs.11.80 lacs have not been deposited since the matters are pending before relevant Appellate Authority.

(xi) The Company neither have accumulated losses at the end of year, nor incurred cash losses during the current and the immediately preceding financial year.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(xiii) According to the information and explanations given to us, the Company .has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

(xv)To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loan during the year.

(xvi) According to the cash flow statement and other records examined by us and the information an explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment (fixed asset, etc.) and vice versa other than temporary deployment pending application.

(xvii) According to the information and explanations given to us the company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

(xviii) According to the information and explanations given to us, and the records examined by us, the company has not issued any debenture during the financial year. (xix) The company has not raised any money by public issue during the year.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For, M.R.Pandhi & Associates Chartered Accountants FRN:112360W

(M.R.Pandhi) Partner Ahmedabad, July 24, 2010 Membership No.033057