Auditor Report of Kkalpana Plastick Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/S. KALPENA PLASTIKS LIMITED which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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.

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. 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:

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

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

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

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 account as required by law have been kept by the Company so far as appears from our examination of those books

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

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

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors 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.

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

Annexure to the Auditors'' Report Referred to paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2014 of M/S. KALPENA PLASTIKS LIMITED.

(1 ) According to the information and explanations given to us :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, all Fixed Assets have been physically verified by management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of those assets. No material discrepancies were noticed on such verification.

(c) None of the Fixed Assets of the company has been revalued during the year.

(2) In respect of Inventories :

(a) As explained to us, the inventories have been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanation given to us, the procedures of physical verification of inventories followed by the management is 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 physical verification between the physical stocks and the book records were not material having regard to the size of operation of the company and have been dealt with in the Books of Accounts.

(3) (a) The Company has granted unsecured loans to one of the party listed in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved in the transaction is Rs.4,51,60,336/- and the year end balance is Rs. 4,51,60,336/-.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans given by the company are not, prima facie prejudicial to the interest of the Company. Except loans and advances given to Tara Holdings Private Limited on which interest has not been provided.

(c) According to the information and explanation given to us, receipt of Principal amount and interest are also regular during the year.

(d) In respect of loans given by the Company, these are repayable on demand and therefore the question of over-due amount does not arise.

(e) The Company has taken unsecured loans from none of the party listed in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans taken by the company are not, prima facie prejudicial to the interest of the company.

(g) According to the information and explanation given to us, payment of Principal amount and interest are also regular during the year.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of business with regard to purchase 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 systems.

(5) (a) In our opinion and according to the information and explanations given to us, we are of the opinion that 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 our opinion and according to the information and explanations given to us, transaction made in pursuance of contract or arrangement has been entered in the register maintained under section 301 of the Companies Act, 1956 and transactions exceeding the value of ^ 5,00,000.00 in respect of any party during the year have been made at prices which is reasonable having regard to prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(7) In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.

(8) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(9) In respect of Statutory Dues :

(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including Income tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of Income-tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty, Cess and other statutory dues were in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(c) As explained to us Provident Fund and Employees State Insurance is not applicable during the year under review.

(d) According to the information and explanations given to us, there are dues of Income-tax, which has not been deposited on account of any dispute are as under :

Name of the Nature of Dues Demand amount Period to which statute (RS) Amount relates

Income Tax Act, Assessed tax 2534020/- A.Y. 2008-09 1961 U/S143 (1)

Name of the Forum Where dispute is pending statue Income Tax Act, Rectification U/s.154 filled with A.O. 1961

(10) The Company does not have accumulated losses at the end of financial year. The Company has incurred cash losses during the financial year covered by our audit but no cash loss was incurred in the immediately preceding financial year.

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

(12) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore, the provisions of clause 4 (xiii) of CARO, 2003 (As amended) are not applicable to the company.

(14) The company is not in the business of dealing or trading in shares and securities. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The investment in shares & securities have been held by the company in its own name.

(15) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

(16) In our opinion, the company has not taken any term loan.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no fund raised on short term basis have been used for long term investment.

(18) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(19) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report.

(20) According to the information and explanations given to us, the company has not raised any money through public issue.

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

For MALOO & CO. Chartered Accountants

3A, Surendra Mohan Ghosh Sarani 2nd floor J. L. MALOO ) Kolkata - 700001 Partner Dated: The 29th Day of May 2014 Membership No.300/17649 Firm Registration No. - 310062E

---

Mar 31, 2013

We have audited the accompanying financial statements of M/S. KALPENA PLASTIKS LIMITED which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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.

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. 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

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 account as required by law have been kept by the Company so far as appears from our examination of those books

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

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

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

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

Referred to paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2013 of

M/S. KALPENA PLASTIKS LIMITED.

(1) According to the information and explanations given to us :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, all Fixed Assets have been physically verified by management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of those assets. No material discrepancies were noticed on such verification.

(c) None of the Fixed Assets of the company has been revalued during the year.

(2) In respect of Inventories :

(a) As explained to us, the inventories have been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanation given to us, the procedures of physical verification of inventories followed by the management is 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 physical verification between the physical stocks and the book records were not material having regard to the size of operation of the company and have been dealt with in the Books of Accounts.

(3) (a) The Company has granted unsecured loans to two of the parties listed in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved in the transaction is Rs. 9.50 Crores and the yearend balance is Rs. Nil.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans given by the company are not, prima facie prejudicial to the interest of the Company. Except loans and advances given to Tara Holdings Private Limited on which interest has not been provided.

(c) According to the information and explanation given to us, receipt of Principal amount and interest are also regular during the year.

(d) In respect of loans given by the Company, these are repayable on demand and therefore the question of over-due amount does not arise.

(e) The Company has taken unsecured loans from one of the party listed in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved in the transaction is Rs. 0.75 Crores and the yearend balance is Nil.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans taken by the company are not, prima facie prejudicial to the interest of the company.

(g) According to the information and explanation given to us, payment of Principal amount and interest are also regular during the year.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of business with regard to purchase 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 systems.

(5) (a) In our opinion and according to the information and explanations given to us, we are of the opinion that 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 our opinion and according to the information and explanations given to us, transaction made in pursuance of contract or arrangement has been entered in the register maintained under section 301 of the Companies Act, 1956 and transactions exceeding the value of 5,00,000.00 in respect of any party during the year have been made at prices which is reasonable having regard to prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(7) In our opinion , the company has an Internal Audit System commensurate with the size and nature of its business.

(8) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(9) In respect of Statutory Dues :

(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including Income tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of Income-tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty, Cess and other statutory dues were in arrears, as at 31st March, 2013 for a period of more than six months from the date they become payable.

(c) As explained to us Provident Fund and Employees State Insurance is not applicable during the year under review.

(10) The Company does not have accumulated losses at the end of financial year. The Company has incurred cash losses during the financial year covered by our audit but no cash loss was incurred in the immediately preceding financial year.

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

(12) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore, the provisions of clause 4 (xiii) of CARO, 2003 (As amended) are not applicable to the company.

(14) The company is not in the business of dealing or trading in shares and securities. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have

been made therein. The investment in shares & securities have been held by the company in its own name.

(15) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

(16) In our opinion, the company has not taken any term loan.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no fund raised on short term basis have been used for long term investment.

(18) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(19) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report.

(20) According to the information and explanations given to us, the company has not raised any money through public issue.

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

3A, Surendra Mohan Ghosh Sarani, 2nd Floor, For MALOO & CO.

Kolkata - 700001 Chartered Accountants.

(J.L.MALOO)

Dated : The 30th Day of May, 2013 PARTNER

Membership No. 17649

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/S. KALPENA PLASTIKS LIMITED. as at 31st March, 2012 and also the Profit and Loss Account of the Company for 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 statements based on our audit.

We conducted our audit in accordance with the 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 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 a reasonable basis for our opinion.

We report as follows :

1. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government 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 paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

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

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

(f) In our opinion. and to the best of our information and according to the explanations given to us, the said accounts, received together with The Company's Accounting Policies and the notes thereto, give the information required by 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

ii) In the case of Profit and Loss Account, of the Profit of The Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2012 of M/S. KALPENA PLASTIKS LIMITED.

(1) According to the information and explanations given to us :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, all Fixed Assets have been physically verified by management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of those assets. No material discrepancies were noticed on such verification.

(c) None of the Fixed Assets of the company has been revalued during the year.

(2) In respect of Inventories :

(a) As explained to us, the inventories have been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanation given to us, the procedures of physical verification of inventories followed by the management is 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 physical verification between the physical stocks and the book records were not material having regard to the size of operation of the company and have been dealt with in the Books of Accounts.

(3) (a) The Company has granted unsecured loans to none of the parties listed in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved in the transaction is Rs. Nil and the year end balance is Rs. Nil.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans given by the company are not, prima facie prejudicial to the interest of the Company.

(c) According to the information and explanation given to us, receipt of Principal amount and interest are also regular during the year.

(d) In respect of loans given by the Company, these are repayable on demand and therefore the question of over-due amount does not arise.

(e) The Company has taken unsecured loans from none of the party listed in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved in the transaction is Rs. Nil and the year end balance is Nil.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans taken by the company are not, prima facie prejudicial to the interest of the company.

(g) According to the information and explanation given to us, payment of Principal amount and interest are also regular during the year.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of business with regard to purchase 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 systems.

(5) (a) In our opinion and according to the information and explanations given to us, we are of the opinion that 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 our opinion and according to the information and explanations given to us, transaction made in pursuance of contract or arrangement has been entered in the register maintained under section 301 of the Companies Act, 1956 and transactions exceeding the value of Rs. 5,00,000.00 in respect of any party during the year have been made at prices which is reasonable having regard to prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(7) In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.

(8) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9. In respect of Statutory Dues :

(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including Income tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of Income-tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty, Cess and other statutory dues were in arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

(c) As explained to us Provident Fund and Employees State Insurance is not applicable during the year under review.

(10) The Company does not have accumulated losses at the end of financial year. The Company has incurred cash losses during the financial year covered by our audit but no cash loss was incurred in the immediately preceding financial year.

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

(12) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore, the provisions of clause 4 (xiii) of CARO, 2003 (As amended) are not applicable to the company.

(14) The company is not in the business of dealing or trading in shares and securities. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The investment in shares & securities have been held by the company in its own name.

(15) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

(16) In our opinion, the company has not taken any term loan.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no fund raised on short term basis have been used for long term investment.

(18) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(19) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report.

(20) According to the information and explanations given to us, the company has not raised any money through public issue.

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

3, Mangoe Lane, For MALOO & CO.

Kolkata - 700001 Chartered Accountants.

(J.L.MALOO)

Dated : 31st August, 2012 PROPRIETOR

Membership No. 17649

---

Mar 31, 2010

We have audited the attached balance sheet of KALPENA PLASTIKS LTD.(Formerly SARLA GEMS LTD.) . as at 31st March , 2010 and also the profit & loss account for the period 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 statements based on our audit.

We have conducted our audit in accordance with auditing standard 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 misstatements. 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. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government 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 matter specified in paragraph 4 & 5 of the said order.

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

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, proper books of accounts as required by law have been kept by the company so far as appears from our examinations of the books and proper returns adequate for the purpose of our audit have been received from the branch.

3) The balance sheet & profit & loss accounts and Cash Flow Statement dealt with by this report, are in agreement with the books of account.

4) In our opinion, the Balance sheet & Profit & Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

5) On the basis of the written representations received from the Directors, we report that none of the Directors of the company is disqualified as on 31st march 2010, from being appointed as Director in terms of clause (g) sub section (1) of section 274 of Companies Act, 1956.

6) In our opinion & to the best of our information and according to the explanations given to us, the said accounts, read together with the Notes of Accounts appearing in “Schedule – 12” give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in the 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 on 31st March, 2010 and

b) In the case of the profit & loss account of the PROFIT for the year ended on that date ; and

c) In 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 Auditors Report of even date to the Members of KALPENA PLASTIKS LIMITED. on the Accounts of for the year ended 31.03.2010

i) In respect of Fixed Assets :

a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) As explained to us , 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 those assets. No material discrepancies were noticed on such verification.

c) None of the Fixed Assets of the Company has been revalued during the year. ii) In respect of Inventories :

a) As explained to us, inventories have been physically verified during the year by the management at regular intervals. In our opinion , the frequency of verification is reasonable.

b) In our opinion and explanations given to us , the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and 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 having regard to the size of operation of the Company and have been dealt with in the Books of Accounts.

iii) a) The Company has not granted any loans, Secured or Unsecured Loan to Companies. Firms or Other Parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)(b) to (d) of the order are not applicable.

b) The Company has not taken any Loans, Secured or Unsecured Loans from Companies, Firms or Other Parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)(f) to (g) of the order are not applicable.

c) As informed to us, the company has not granted any loan to anybody.

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 purchase of inventory, Fixed assets and with regard to the sale of goods.

During the course of our audit, we have not observe any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanation given to us, we are of the opinion that 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 our opinion and according to the information and explanations given to us , no 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 lacs in respect of any party during the year have been made at prices which is reasonable having regard to prevailing market prices at the relevant time. vi) The Company has not accepted any deposits within provisions of sections 58A of The Companies Act, 1956, or any rule framed there under, except loan from body corporate which is exempted. vii) In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) In respect of Statutory dues:

a) As explained to us, Provident Fund and Employees State Insurance not applicable during the year under review.

b) To the information and according to the explanations given to us, no undisputed amount payable in respect of Income Tax , Wealth tax. Sales Tax, Excise Duty, Custom Duty and Cess remaining outstanding as at the last date of the year ended as at 31st march 2010 for a period more than six months from the date they become payable.

ix) The Company has not incurred Cash Loss during the Current Financial Year and in the immediately preceeding Financial Year.

x) In our opinion and according to the information and explanation given to us , no loans and advances have been granted by the Company on the basis of Security by way of pledge of Shares Debentures and Other Securities.

xi) In our opinion , the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of Clause 4(xiii) of Companies ( Auditors Report) Order, 2003 (As Amended) are not applicable to the Company.

xii) The Company is not in the business of dealing or trading in Shares, Securities.The company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investment have been held by the company, in its own name except to the extend of exemption, granted under section 49 of The Companies Act,1956.

xiii) The Company has not raised any new Term Loan during the year.

xiv) 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.

xv) According to the information and explanations given to us, the Company has made preferential allotment of 3260035 Equity Shares of Rs. 10/- each to Parties and Companies covered in the register maintained under Section 301 of the Act.

xvi) According to the information and explanations given to us during the period by our audit report. The Company had not issued debentures and therefore question of creating securities in respect thereof does not arise.

xvii) 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.

xviii) According to the information and explanations given to us and representations made by management and based upon the audit procedures performed , we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

xix) During the course of our examination of the books and according to the explanation given to us, no personal expenses other than covered by the service contracts / terms of appointments of the employee and those borne by the Company in accordance with the accepted business practice have been charged to the Profit & Loss Accounts.



3,MANGOE LANE, 2ND FLOOR For MALOO & CO.

KOLKATA-700001 CHARTERED ACCOUNTANTS

( J. L. MALOO )

DATED : 4th day of September, 2010 PROPRIETOR

PLACE : KOLKATA MEMBERSHIP NO. 17649