Auditor Report of Gagan Polycot India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GAGAN POLYCOT INDIA LTD ('the Company'), which comprise the Balance Sheet as at 31st March 2015, 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

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. 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.

Auditor's responsibility

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 are 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2015;

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 Cash Flow Statement, of the cash flow 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'), as amended, 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 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 proper books of accounts 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 accounts;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15 /2013 dated 13 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 31st March 2015, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in our report to the members of Gagan Polycot India Limited ('the Company') for the year ended 31 March, 2015. We report that

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program 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) The Company has not disposed off any substantial part of Fixed Assets during the year, so as to affect its going concern.

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

(b) The procedure of physical verification of inventory followed by the managements are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The company has taken loan from four parties covered in the register maintain Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.9572713/- and the year-end balance of loan taken from such parties was Rs. 126381889/-.

(b) In our opinion, and according to the information and explanations given to us, the terms and conditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(c) There is no stipulation as regards payment of principal amounts and hence nothing is reportable under this clause.

(d) The company has not given loan to any party covered in the register maintain Under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(e) to 4(iii)(f) of the Order are not applicable

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (v)(a) above and exceeding the value of Rs 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposit during the year from the public and provisions of section 58-A and 58- AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) The company does not have formal internal audit system. Internal audit is carried out by in house staff. In our opinion, there is scope for further improvement in the internal audit system.

viii) As explained to us, the Central Government has not prescribed maintenance or cost records under Section 209 (i) (d) of the Companies Act, 1956, for the products of the company.

ix) (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, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities . As explained to us, the Company did not have any dues on account of Employees' State Insurance, Customs Duty and Excise Duty .

x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) In our opinion and according to the information and explanation given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

xv) According to information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions hence the provisions of terms and conditions prejudicial to the interest of the company are not applicable to the Company.

xvi) In our opinion, the company has not raised any term loan during the year under consideration.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short term assets except permanent Working Capital.

xviii) According to information and explanation given to us, the company has made preferential allotment of shares to parties and Companies covered in the registered maintain under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

xix) According to information and explanation given to us the company has not issued debentures hence question of creation of securities does not arise.

xx) According to information and explanation given to us the company has not raised money by way of public issues hence the question of disclosure of end use of money raised by public issues does not arise.

xxi) According to information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

For SSRV And Associates. Chartered Accountants Firm Registration No. 135901W

Sd/- Satyendra Sahu Partner Membership No. 126823

Place : Vasai Date : 30th May, 2015.

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Mar 31, 2013

Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other the Balance Sheet as at 31 March 2013, and the statement of Profit & Loss Account for the year ended on that date, We have audited the accompanying financial statements of GAGAN POLYCOT INDIA LIMITED, which comprise explanatory information annexed thereto.

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 of the company in accordance with the accounting principles generally accepted in India including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act.1956. 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.

Auditor''s responsibility

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

In our opinion and to the best of our information and according to the explanations given to us, 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 except the following:

a. In the case of the balance sheet, of the state of affairs of the company as at 31st March 2013

b. In the case of the statement of profit and loss, of the profit for the year ended on that date.

c. In the case of cash flow statement, of the cash flow 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 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.

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

b. In our opinion proper books of accounts 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 & Loss and Cash Flow Statements dealt with by this report is in agreement with the books of accounts

d. In our Opinion, The Balance Sheet, Statement of Profit & Loss comply with the accounting Standards referred to in subsection (3C) of the Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act,1956.

ANNEXURE TO PARA ''1'' OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31 St MARCH, 2013

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program 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) The Company has not disposed off any substantial part of Fixed Assets During the year. seas to affect its going concern

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

(b) The procedures of physical verification of inventory followed by the managements are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii)(a) The company has taken unsecured interest free from six parties covered in the register maintain Under Section 301 of the Companies Act,1956.The maximum amount involved during the year is Rs.1,81,65,000/- and the balance of loan taken from such parties was NIL.

(b) In our opinion, and according to the information and explanations given to us, the terms and conditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(c) There is no stipulation as regards payment of principal amounts and hence nothing is reportable under this clause.

(d) The company has given unsecured interest free loan to eight parties covered in the register maintained Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 53,58,929/- and the yearend balance of loan taken from such parties was NIL.

(e) In our opinion, and according to the information and explanations given to us, the terms and conditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(f) Since there is no stipulation regarding receipt principal amount and interest reporting under clause is not applicable.

(g) In respect of the said loans, since there is no stipulation as regards receipt of principal amount the question of overdue amount does not arise.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v)(a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts or arrangement that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi)The company has not accepted any deposit during the year from the public and provisions of section 58-A and 58-AA of the companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 are not applicable. No order has been passed by the Company Law Board.

vii)The company does not have formal internal audit system. Internal audit is carried out by in house staff. In our opinion, there is scope for further improvement in the internal audit system.

viii)As explain to us, the Central Government has not prescribed maintenance or cost records under Section 209(1) (d) of the Companies Act, 1956, for the products of the company.

ix)(a) The company is generally regular in depositing with appropriate authority undisputed statutory dues including provident fund, Employees State Insurance, Income Tax, and other statutory dues applicable to it, though there has been a slight delay in a few cases. (b) There are no undisputed amounts payable in respect of Income Tax, wealth Tax, Sales Tax, Custom duty or excise duty as on the last day of the Financial year concerned for a period of more than six months from the date they became payable.

x)ln our opinion, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi)ln our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the Bank there are no dues payable to financial institutions.

xii)ln our opinion and according to the information and explanation given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii)In our opinion, the company is not a chit fund or a nidhi mutual benefit fund I society. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

xv) According to information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions hence the provisions of terms and conditions prejudicial to the interest of the company are not applicable to the Company.

xvi) The company has not taken any term loan.

xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short term assets except permanent Working Capital.

xviii)According to information and explanation given to us the company has not allotted shares during the year hence the question of preferential allotment of shares to parties and Companies covered in the registered maintain under section 301 of the act does not arise.

xix)According to information and explanation given to us the company has not issued debentures hence question of creation of securities does not arise.

xx)According to information and explanation given to us the company has not raised money by way of public issues hence the question of disclosure of end use of money raised by public issues does not arise.

xxi)According to information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

For AMD & Co.

Chartered Accountant

Sd/-

Arvind M Darji

Partner

M. No. 41748

Place: Mumbai

Date: 31st May, 2013

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Mar 31, 2012

We have audited the accompanying financial statements of GAGAN POLYCOT INDIA LIMITED, which comprise the Balance Sheet as at 31 March 2012, and the statement of Profit & Loss Account for the year ended on that date, Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information annexed thereto.

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 of the company in accordance with the accounting principles generally accepted in India including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956 ("'the Act''). 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.

Auditor's responsibility

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 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 except the following:

"Donation of Rs. 9,51,000 is given without obtaining the approval of shareholders in violation of Section 293 (1)(e) of the Companies Act 1956."

a. In the case of the balance sheet, of the state of affairs of the company as at 31st March 2012

b. In the case of the statement of profit and loss, of the profit for the year ended on that date.

c. In the case of cash flow statement, of the cash flow 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 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 proper books of accounts 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 accounts.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss comply with the accounting standards

referred to in subsection (3C) of the section 211 of the Companies Act, 1956.

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, none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO PARA '1' OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED

31st MARCH, 2012.

i) (a) The company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program 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) The Company has not disposed off any substantial part of Fixed Assets during the year, so as to affect its going concern.

ii) (a) The inventory has been physically verified during the year by the management. In our opinion,

the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the managements are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The company has taken unsecured interest free loan from 6 parties covered in the register maintain

Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.3,25,65,000/- and the year end balance of loan taken from such parties was Rs. 19,55,000/

(b) In our opinion, and according to the information and explanations given to us, the terms and conditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(c) There is no stipulation as regards payment of principal amounts and hence nothing is reportable under this clause.

(d) The company has given unsecured interest free loan to 2 parties covered in the register maintain Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 9,00,000/- and the year end balance of loan taken from such parties was Rs. 8,50,000/-

(e) In our opinion, and according to the information and explanations given to us, the terms and conditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(f) Since there is no stipulation regarding receipt principal amount and interest reporting under clause is not applicable.

(g) In respect of the said loans, since there is no stipulation as regards receipt of principal amount

the question of overdue amount does not arise.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the

transactions made in pursuance of contracts or arrangement that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 and exceedingthe value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposit during the year from the public and provisions of section 58-A and 58-AA of the companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 are not applicable. No order has been passed by the Company Law Board.

vii) The company does not have formal internal audit system. Internal audit is carried out by in house staff. In our opinion, there is scope for futher improvement in the internal audit system.

viii)As explain to us, the Central Government has not prescribed maintenance or cost records under Section 209 (i) (d) of the Companies Act, 1956, for the products of the company.

ix) (a) The company is generally regular in depositing with appropriate authority undisputed statutory

dues including provident fund, Employees State Insurance, Income Tax, and other statutory dues applicable to it, though there has been a slight delay in a few cases.

(b) There are no undisputed amounts payable in respect of Income Tax, wealth Tax, Sales Tax, Custom duty or excise duty as on the last day of the Financial year concerned for a period of more than six months from the date they became payable except TDS on Professional fees of Rs. 6,000/-.

x) In our opinion, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the Bank there are no dues payable to financial institutions.

xii) In our opinion and according to the information and explanation given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii)In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

xv) According to information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions hence the provisions of terms and conditions prejudicial to the interest of the company are not applicable to the Company.

xvi)In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short term assets except permanent Working Capital.

xviii)According to information and explanation given to us the company has not allotted shares during the year hence the question of preferential allotment of shares to parties and Companies covered in the registered maintain under section 301 of the act does not arise.

xix) According to information and explanation given to us the company has not issued debentures hence question of creation of securities does not arise.

xx) According to information and explanation given to us the company has not raised money by way of public issues hence the question of disclosure of end use of money raised by public issues does not arise.

xxi) According to information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

For AMD & CO. Chartered Accountants Firm Registration No. 130247W Sd/- Arvind M Darji Partner Membership No. 41748

Place : Mumbai Date : 31st May, 2012

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Mar 31, 2010

1. I have audited the attached Balance Sheet of Gagan Polycot (India) Limited as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I have conducted my audit in accordance with auditing standards generally accepted in India. Those Standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a 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. I believe that my audit provides a reasonable basis for my opinion

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to my comments in the annexure referred to in paragraph 3 above, I report that:-

(a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b) In my opinion, proper books of accounts as required by law have been kept by the Company so far as appears from my 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 accounts.

(d) in my 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.

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

(f) in my opinion and to the best of my information and according to the explanation and according to the explanations given to me, the said accounts give 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.

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii. in the case of the Profit and Loss Account ,of tine profit for the year ended on that date, and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of Gagan Polycot (India) Limited on the accounts for the year ended 31st March, 2010.

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

(b) As explained to me, the management has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of the assets.

(c) No fixed asset is disposed off during the year and hence it has not affected the going concern assumption.

(ii)(a) Inventories have been physically verified during the year by the management. In respect of stocks lying with third parties, confirmation have been obtained for a major portion of inventories. In my opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book stocks were not material having regard to the size of operations of the Company and have been properly dealt with in the books of accounts.

(iii){a) The Company has not taken any loans from any parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has not granted loans of Rs.10 Crores or more during the year to any Company covered in the register maintained under Section 301 of the Companies Act, 1956. However there are some very old & doubtful loans & advances granted which are referred in Schedule D - Current Assets, Loans & Advances.

(b) In my opinion the rate of interest and other terms and conditions in respect of loans granted by the Company to the party (referred to in (a) above) is not prima facte prejudicial to the interest of the Company. There is no recovery of interest as well principal, since inception on these doubtful loans.

(c) in respect of loans granted by the Company (referred to in (a) above)the party is regular in repaying the principal amounts and interest as stipulated wherever stipulation have been made.

(d) There are no overdue amount of loan granted to the Company referred to in (a) above.

(iv) In my opinion and according to the information and explanations given to me and having regard to the explanation that most of the items purchased are of a regular nature & hence quotations are not required to be called. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets. In respect of sale of goods, the internal control procedures are generally adequate. During the course of my audit, no major weakness has been noticed in the internal control system.

(v)(a) In my opinion and based upon the audit procedures performed and according to the information and explanations given to me, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In my opinion and according to the information and explanations given to me, having regard to my comments in paragraph [iv] above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices for such transactions at the relevant time.

(vi) The Company has not accepted any deposits from the public to which the provisions of section 58A & 58 AA of the Companies Act, 1956 and the Companies(Acceptance of Deposits) Rules, 1975 apply.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) I have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, and on the basis of the information received, I am of the opinion that prima facie, the prescribed accounts and records have been made and maintained. I have not, however, made a detailed examination of the said records.

(ix) (a) According to the records of the Company, the company has been regular in depositing undisputed statutory dues, including Income tax, Sales Tax, Excise Duty, cess and other statutory dues with the appropriate authorities. There are no arrears of statutory dues which has remained outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

(x) The accumulated losses of the Company as at 31st March, 2010 are less than fifty percent of its net worth. The Company has not incurred any cash losses during the financial year covered by my audit.

(xi) Based on my audit procedures and on the information and explanations given by the management, in my opinion the Company has not defaulted in repayment of dues to financial institutions or banks. The Company had not issued debentures.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund, nidhi/mutual benefit fund and therefore the requirements pertaining to such class of companies are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) No loans are raised by the Company during the year.

(xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the Company, I report that funds raised on short-term basis have not been used for long-term investment & funds raised on long-term basis have not been used for short- term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

(xx) The Company has not made any public issue during the year and therefore the question of disclosing the end use of money does not arise.

(xxi) Based upon the audit procedures performed and according to the information and explanation given and representations made by the management, I report that no fraud on or by the Company has been noticed or reported during the year.



Place: Malegaon. For, R.M.BOTHAMA & Co.

Chartered Accountants.

Date: 25/8/2010

(R. M. BOTHARA)

Proprietor

M. No.102905

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Gagan Polycot (India) Limited as at 31st March, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial state- ments 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 examining, on a test basis, evidence supporting the amounts and disclo- sures in the financial statement. 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 a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Goverment of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 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, proper books of accounts as required by law have been kept by the Company so far as 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 comply with the accounting standards reffered to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) on the basis of the written representations received from the directors as on 31 st March 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2009 from being appointed as a director in terms of clause (a) to (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 explanations given to us, the said accounts give 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;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2009;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and.

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Annexure referred to in Paragraph 3 of the report of even date of the Auditors to the members of GAGAN POLYCOT INDIA LIMITED on the accounts for the year ended 31st March 2009.

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

b) As explained to us, the management has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of the assets.

c) No fixed assets were disposed off during the year and hence it has not affected the going concern assumption.

ii) a) Inventories have been physically verified during the year by the management. In respect of stocks lying with third parties, Confirmations have been obtained for a major portion of inventories. In our opinion, the frequency of verification is reasonable.

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

c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book stocks were not material having regard to the size of operations of the Company and have been properly dealt with in the books of accounts.

iii) a) The Company has not taken any loans from any parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has not granted loans of Rs. 10 Crores or more during the year to any Companies covered in the register maintained under Section 301 of the Companies Act, 1956. However there are some very old and doubtful loans and advances granted which are referred in Sehedule D - Current Assets, Loans and Advances.

b) In our opinion the rate of interest and other terms and conditions in respect of loans granted by the Company to the party (referred to in (a) above) is not prima facie prejudicial to the interest of the Company. However there is no recovery of interest as well principal, since inception, on doubtful loans.

c) In respect of loans granted by the Company (referred to in (a) above) the party is regular in repaying the principal amounts and interest as stipulated wherever stipulation have been made.

d) There are no overdue amount of loan granted to the Company referred to in (a) above.

iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that most of the items purchased are of a special nature and alternative quoations are not available there are adequate internal control procedures commensurate

with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets. In respect of sale of goods the internal control procedures are generally adequate. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) In our opinion and based upon the audit procedures performed and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companes Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, having regard to our comments in paragraph (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Comanies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices whichare reasonable having regard to the prevailing market prices for such transactions at the relevant time.

vi) The Company has not accepted any deposits from the public to which the provisions of section 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1956 apply.

vii) The Company has an internal audit system commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for the maintenance of cost records under section 209 (1) (d) of the Compnies Act. 1956 and on the basis of the information received, are of the opinion that prima facie the prescribed accounts and records have been made and maintained except that the final statements are in the process of being compiled. We have not, however, made a detailed examination of the said records.

ix) a) According to the records of the Company, apart from slight delays in a few cases in depositing certain undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues including Income tax, Sales Tax, Excise Duty, cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, there are no arrears of statutory dues which has remained outstanding as at 31st March 2008 for a period of more than six months from the date they become payble.

x) The accumulated losses of the Company as at 31sl March 2009 is less than fifty percent of its net worth. The Compay has not incurred any cash losses during the financial year covered by our audit.

xi) Based on our audit procedures and on the information and explanations given by the management, in our opinion the Company has not defaulted in repayment of dues to financial institutions or banks. The Company has not issued debentures.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit fund, nidhi/mutual benefit fund and therefore the requirements pertaining to such class of companies are not applicable.

xiv) The Company is not dealing or trading in shares, securities debentures and other investments.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) No loans were raised by the Company during the year.

xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment. Funds raised on long-term basis have not been used tor short-term investment.

xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xx) The Company has not made any public issue during the year and therefore the question of disclosing the end use of money does not arise.

xxi) Based upon the audit procedures performed and according to the information and explanation given and representations made by the management, we report that no fraud on or by the Company had been noticed or reported during the year.

R. M. Bothara Chartered Accountant (M. No. 102905)

Place : MALEGAON Date : 5th September 2009.

---

Mar 31, 2007

1. We have audited the attached Balance Sheet ot Gagan Polycot (India) Limited as at 31st March, 2007 and also the Profit and Loss Account and the Cash Flow Statement tor the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial state- ments 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 examining, on a test basis, evidence supporting the amounts and disclo- sures in the financial statement. 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 a reasonable oasis for our opinion.

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

4. Further to our comments in the annexure referred to in paragraph 3 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, proper books of accounts as required by law have been kept by the Company so tar as 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 comply with the accounting standards reffered to in sub-section (3C) of section 211 of the Companies Act. 1956;

(e) on the basis of the written representations received trom the directors as on 31 st March 2006. and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2006 from being appointed as a director in terms of clause (a) to (g) of sub-section (1) of section 274 of the Companies Act, 1956

f) in our opinion and lo Ihc besl ol our information and according to the explanations given to us. the said accounts give the information required by the Companies Act, 1956, in the manner so requited and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of tne state of affairs ot the Company as at 31st March 2007;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and.

iii) in the case of the Cash Flow Statement, of the cash Hows for the year ended on that date

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

b} As explained to us, the management has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of the assets.

c) No fixed assets were disposed off during the year and hence it has not affected the going concern assumption.

ii} a) Inventories have been physically verified during the year by the management. In respect of stocks lying with third parties, Confirmations have boon obtained for a major portion of inventories. In our opinion, the frequency of verification is reasonable.

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

c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book stocks were not material having regard to the size of operations of the Company and have been properly dealt with in the books of accounts.

Ill) a) The Company has not taken any loans from any parties covered in the register maintained under section 301 of the Companies Act. 1956. The Company has not granted loans of Rs. 10 Crores or more during the year to any Companies covered in the register maintained under Section 301 of the Companies Act, 1956. However there are some very old and doubtful loans and advances granted which are referred in Schedule ''D'' - Current Assets, Loans and Advances.

b) In our opinion the rate of interest and other terms and conditions in respect of loans granted by. the Company to the party (referred to in (a) above) is not prima facie prejudicial to the interest of the Company. However there is no recovery of interest as well principal, since inception, on doubtful loans.

c) In respect of loans granted by the Company (referred to in (a) above) the party is regular in repaying the principal amounts and interest as stipulated wherever stipulation have been rrade.

d) There are no overdue amount of loan granted to the Company referred to in (a) above.

iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that most of the items purchased are of a special nature and alternative quoations are not available there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets. In respect of sale ol goods the internal control procedures are gene''ally adequate. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) In our opinion and based upon the audit procedures performed and according to tha information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companes Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, having. regard to our comments in paragraph (rv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Comanies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices whichare reasonable having regard to the prevailing market prices for such transactions at the relevant time.

vi) The Company has not accepted any deposits from the public to which the provisions of section 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1956 apply.

vii) The Company has an internal audit system commensuraio with its size and naturo of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the notification of the Central Government for the maintenance of cost records under section 209 (1) (d) of the Compnies Act 1956 and on the basis of the information received, are of the opinion that prima facie the prescribed accounts and records have been made and maintained except that the final statements are in the process of oeing compiled. We have not, however. made a detailed examination of the said records.

ix) a) According to the records of the Company, apart from slight delays in a few cases in depositing certain undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues including Income tax, Sales Tax. Excise Duty, cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us. there are no arrears of statutory dues which has remained outstanding as at 31st March 2006 for a period of more than six months from the date they become payble.

x) The accumulated losses of the Company as at 31* March 2007 is less than fifty percent of its net worth. The Compay has not incurred any cash losses during the financial year covered by our audit

xi) Based on our audit procedures and on the information and explanations given by the management. in our opinion the Company has not defaulted in repayment of dues to financial institutions or banks The Company has not issued debentures.

xii) The Company has not granted any loans and advances on the basis of security by way of pfedge of shares, debentures and other securiiies.

xiii) The Company is not a chit fund, nidhi/mutual benefit fund and therefore the requirements pertaining to such cfass of companies are not applicable.

xiv)The Company is not dealing or trading in shares, securities debentures and other investments.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) No loans were raised by the Company during the year.

xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment. Funds raised on long-term basis have not been used tor short-term investment.

x vif i) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xx) The Company has not made any public issue during the year and therefore the question of disclosing the end use of money docs not arise.

xxi) Based upon the audit procedures performed and according to the information and explanation given and representations made by the management, we report mat no fraud on or by the Company had been noticed or reported during the year.

For hand M. Jain

Chartered Accountant

(M. No. 37043)

Place : MALEGAON

Date ; 16lh Aug. 2007.