Auditor Report of MPL Plastics Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of MILTON PLASTICS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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''s Responsibilityforthe 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") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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. 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:

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

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

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

2. As required 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 forthe 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs);

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.

Annexure to the Auditor''s Report (Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our Independent Auditor''s Report of even date on the accounts of MILTON PLASTICS LIMITED for the yearended 31st March, 2014)

1. (a) The complete records showing full particulars including quantitative details and location of fixed assets have not yet been compiled.

(b) We are informed that the physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed by the management on such verification.

(c) In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

2. (a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals and in our opinion, the frequency of verifications is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Corr any and the nature of its business.

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

3. (a) According to the information and explanation given to us the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) As the Company has not granted any loans secured or unsecured the rate of interest and other terms and conditions of loans given being prima facie prejudicial to the interest of the Company does not arise.

(c) As the Company has not granted any loans secured or unsecured the regularity of receipt of principal and interest does notarise.

(d) As there being no loans outstanding at the year end, the Clause 4(iii)(d) of the Order is not applicable.

(e) The company has not taken any loan, secured or unsecured from anparties listed in the register maintained under Section 301 of the Companie Act, 1956. Therefore, the requirem^nL, of Clause 4(iii) (f) and (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs. 5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Sections 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 adequate internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956, in respect of the Company''s products to which the said rules are made applicable, and are of the opinion that, primafacie, the prescribed accounts and records, have been made and maintained. We have, however, not made a detailed examination of the records, with a view to determine whether they are accurate.

9. (a) According to the records of the Company, the Company, except for Income Tax, is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, except for Income Tax dues of Rs. 1.61 lacs, there are no undisputed amounts payables in respect of aforesaid dues which were outstanding as at 31 st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities:

NAME OF THE FORUM WHERE DISPUTE UNPAID AMOUNT RS. IN LACS STATUTORY DUES IS PENDING

Income Tax Comm.ofl.Tax(Appeals) 247.27

Excise Duty CESTAT 2.83

10. The accumulated losses of the Company at the end of the financial year exceeded fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the audit in accordance with generally accepted auditing practices, in our opinion the Company has not defaulted in repayment of its dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund or society. Therefore clause 4(xiii) of the order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

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

16. To the best of our knowledge and belief, and according to the information and explanations given to us, term loan availed by the Company was prima facie, applied by the Company during the year for the purpose for which the loan was obtained.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the yearfor long term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not raised money through public issue.

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

For Mehta Chokshi & Shah Chartered Accountants

R.T.Mehta Partner Mumbai. M.No:5445 Dated: 29th May, 2014 Firm Registration No: 106201W

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MILTON PLASTICS LIMITED ("the Company"), 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''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 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. 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:

In the case of the Statement Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

2. Asrequiredbysection227(3)oftheAct,wereportthat:

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

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 sub-section (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.

ANNEXURE

(Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our Independent Auditor''s Report of even date on the accounts of MILTON PLASTICS LIMITED for the year ended 31 st March, 2013)

1. (a) The complete records showing full particulars including quantitative details and location of fixed assets have not yet been compiled.

(b) We are informed that the physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed by the management on such verification.

(c) In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

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

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. (a) According to the information and explanation given to us, the Company had granted loan to a company covered in the

Register maintained under Section 301 of the Companies Act, 1956. The balance outstanding at year end is NIL. The maximum amount outstanding was Rs. 22.60 lacs.

(b) In our opinion and according to the information and explanation given to us, the above said loan given was free of interest and to that extent the same may be regarded as prima facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanation given to us, the above said loan given was receivable on demand.

(d) As there being no loans outstanding at the year end, the Clause 4(iii)(d) of the Order is not applicable.

(e) The Company has not taken any loan, secured or unsecured from any parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the requirements of Clause 4(iii) (f) and (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs. 5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Sections 58A and 58AAor any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

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

3. (a) According to the records of the Company, the Company, except for Income Tax, is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, except for Income Tax dues of Rs. 1.61 lacs, there are no undisputed amounts payables in respect of aforesaid dues which were outstanding as at 31 st March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities:

NAME OF THE STATUTORY DUES FORUM WHERE DISPUTE IS PENDING UNPAIDAMOUNTRS.INLACS

Income Tax Comm.ofl.Tax(Appeals) 260.40

Excise Duty CESTAT 2.83

10. The accumulated losses of the Company at the end of the financial year exceeded fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the audit in accordance with generally accepted auditing practices, in our opinion the Company has not defaulted in repayment of its dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund or society. Therefore clause 4(xiii) of the Order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by othersfrom banks or financial institutions.

16. To the best of our knowledge and belief, and according to the information and explanations given to us, term loan availed by the Company was prima facie, applied by the Company during the year for the purpose for which the loan was obtained.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not raised money through public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year. For Mehta Chokshi & Shah

Chartered Accountants

R.T.Mehta

Partner

Mumbai. M.No:5445

Dated: 30th May, 2013 Firm Registration No: 106201W

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s.Milton Plastics Limited, Mumbai as at 31st March, 2012 and also the Statement of Profit & Loss of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

2. Furtherto ourcomments in the annexure referred to in paragraph 1 above, we reportthat: -

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

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

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

(d) In our opinion the Statement of Profit & Loss and Balance Sheet comply with the Accounting Standards referred to in sub- clause (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

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

In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & 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 31 st March, 2012.

(ii) In the case of the Statement of Profit & Loss of the Profit for the year ended on that date and (iiij In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE Referred to in paragraph 1 of our report of even date

1. (a) The complete records showing full particulars including quantitative details and location of fixed assets have not yet been

compiled.

(b) We are informed that the physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed by the management on such verification.

(c) In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

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

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. (a) According to the information and explanation given to us the Company has granted loan to a company covered in the

Register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.22.60 lacs. The maximum amount outstanding was Rs. 22.60 lacs.

(b) In our opinion and according to the information and explanation given to us, the above said loan given is free of interest and to that extent the same may be regarded as prima facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanation given to us, the above said loan given is receivable on demand.

(d) According to the information and explanation given to us the Company had taken loans from two directors and a company covered in the Register maintained under Section 301 of the Companies Act, 1956. The balance outstanding at the year end is NIL. The maximum amount outstanding to the parties was Rs. 1.86 lacs.

(e) In our opinion and according to the information and explanation given to us, the above said loans taken are free of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(f) In our opinion and according to the information and explanation given to us, the above said loans taken were repayable on demand.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions

that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs. 5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Sections 58Aand 58AAor any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

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

9. (a) According to the records of the Company, the Company, except for Income Tax, is generally regular in depositing

undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State

Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, except for Income Tax dues of Rs. 1.61 lacs, there are no undisputed amounts payables in respect of aforesaid dues which were outstanding as at 31 st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities:

NAME OFTHE STATUTORY DUES FORUM WHERE DISPUTE IS PENDING UNPAID AMOUNT RS. IN LACS Income Tax Comm, of I. Tax (Appeals) 89.96

10. The accumulated losses of the Company at the end of the financial year exceeded fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the audit in accordance with generally accepted auditing practices, in our opinion the Company has defaulted in repayment of its dues to debenture holders for amount aggregating to Rs. 2424.68 lacs for a period ranging between 3 months and 159 months.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund or society. Therefore clause 4(xiii) of the order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

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

16. To the best of our knowledge and belief, and according to the information and explanations given to us, term loan availed by the Company was prima facie, applied by the Company during the year for the purpose for which the loan was obtained.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not raised money through public issue.

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

For Mehta Chokshi & Shah Chartered Accountants



R.T.Mehta Mumbai. Partner Dated : 24th August, 2012 M.No:5445 Firm Registration No: 106201W

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s.Milton Plastics Limited, Mumbai as at 31st March, 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

2. Furtherto our comments in the annexure referred to in paragraph 1 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 purposes of our audit.

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

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

(d) In our opinion the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub- clause (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

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

In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & 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, 2010,

(ii) In the case of the Profits Loss Account of the Loss for the year ended on that date and

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

ANNEXURE

Referred to in paragraph 1 of our report of even date.

1. (a) The complete records showing full particulars including quantitative details and location of fixed assets have not yet been compiled.

(b) We are informed that the physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed by the management on such verification.

(c) In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

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

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. (a) According to the information and explanation given to us the Company has granted loan to a Company covered in the Register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.42.60 lacs. The maximum amount outstanding was Rs. 59.60 lacs.

(b) In our opinion and according to the information and explanation given to us, the above said loan given is free of interest and to that extent the same may be regarded as prima facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanation given to us, the above said loan given is receivable on demand.

(d) According to the information and explanation given to us the Company has taken loans from two directors and a Company covered in the Register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.1.86 lacs. The maximum amount outstanding to the parties was Rs.2.21 lacs.

(e) In our opinion and according to the information and explanation given to us, the above said loans taken are free of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(f) In our opinion and according to the information and explanation given to us, the above said loans taken are repayable on demand.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs. 5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Sections 58Aand 58AAor any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

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

9. (a) According to the records of the Company, the Company, except for Income Tax, is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, except for Income Tax dues of Rs. 21.53 lacs, there are no undisputed amounts payable in respect of aforesaid dues which were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities:

NAME OF THE STATUTORY DUES FORUM WHERE DISPUTE IS PENDING UNPAID AMOUNTRS. IN LACS

Excise Duty Comm. Of Excise (Appeals) /CEGAT/CESTAT 605.92

10. The accumulated losses of the Company at the end of the financial year exceeded fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the audit in accordance with generally accepted auditing practices, in our opinion the Company has defaulted in repayment of its dues to banks for amount aggregating to Rs. 9408.71 lacs for a period ranging between 3 months and 117 months and to debenture holders for amount aggregating to Rs. 1672.72 lacs for a period ranging between 3 months and 135 months.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund or society. Therefore clause 4(xiii) of the order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks orfinancial institutions.

16. To the best of our knowledge and belief, and according to the information and explanations given to us, term loan availed by the Company was prima facie, applied by the Company during the year for the purpose for which the loan was obtained.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of theAct.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not raised money through public issue.

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

For Mehta Chokshi & Shah

Chartered Accountants

R.T.Mehta

Partner.

Mumbai. M.No:5445

Dated : 25th August, 2010. Firm Registration No: 106201W