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Auditor Report of Prima Plastics Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Prima Plastics Limited ('the Company'), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143 (3) of the Act, we report that:

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial positions.

ii. The Company did not have any long term contracts including derivative contract for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended March 31,2015. We report that:

(i) In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) The Management has conducted the physical verification of inventory at reasonable intervals.

(b) As explain to us the procedure of physical verification of inventory followed by Management is reasonable and adequate in relation to the size of the Company and the nature of business.

(c) The Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under section 189 of the Act.

(iv) 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 with regard to purchases of fixed assets and rendering of services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits as per the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended. Further no directives have been issued to the company by the Reserve Bank of India. Accordingly, the provisions of Clause 3(v) of the Order are not applicable.

(vi) The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of Companies Act, 2013. However we have not made a detailed examination of the records with view to determine to whether they are accurate or complete.

(vii) According to the information and explanation given to us, in respect of statutory dues:

(a) The Company is regular in depositing undisputed statutory dues, including Provident Fund, employee's state insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, employee's state insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31,2015 for a period of more than six months for the date they become payable.

(b) According to the information and explanations given to us there are no material dues of Wealth Tax, Service Tax, Sales Tax, Value Added Tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us the following dues of Income Tax have not been deposited by the Company on account of disputes:

Name of Statute Nature of Amount Dues

Income Tax Act, 1961 Income Tax 37,14,015

Name of Statute Period to which the Forum where dispute amount relates is pending

Income Tax Act, 1961 Ass Yr 2006-07, 2007-08, Income Tax 2009-10, 2010-11 Authorities

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year March 31, 2015 and has not incurred cash losses in the financial year and immediately preceding financial year.

(ix) The Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

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

(xi) The term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For G.P. Kapadia & Co.

Chartered Accountants Firm Regn. No. 104768W

Kirit N. Mehta Partner Membership No. 15759

Mumbai, May 29, 2015


Mar 31, 2014

We have audited the accompanying financial statements of PRIMA PLASTICS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 s ub Section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Company 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 misstatements, 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 of the Company for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) 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 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the 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 referred to in sub section (3C) of section 211of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Company Affairs in respect of Section 133 of the Companies Act, 2013; and

e) On the basis of the written representation received from the directors as on March 31, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 form 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 our Report of even date:

1. In respect of its fixed assets:

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

b) As explained to us, some of the fixed assets have been physically verified by the Management at reasonable intervals having regard to size of company and nature of its assets and no material discrepancies have been noticed during such verification.

c) In our opinion the disposal of fixed assets during the year does not affect the going concern assumption.

2. In respect of its inventories:

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

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

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us, there is no material discrepancies noticed on physical verification of inventory, as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The company has granted loan to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,61,77,258/- and the year-end balance of loans granted to such parties was Rs. 2,48,05,500/-

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

c) The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the company.

d) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to company, listed in the register maintained under section 301 of the Companies Act, 1956.

e) The company has not taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (iii) (f) to (iii) (g) of CARO are not applicable.

4. In our opinion and according to the information given to us, there are adequate internal control procedures, commensurate to the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) According to the information and explanations given to us, the transactions that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding Rs 5,00,000/- in respect of each party are at market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

6. The Company has not accepted any deposit from the public.

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 explanation given to us, and based on primary verification of records the company has maintained cost records under Section 209 (1) (d) of the Companies Act, 1956, However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Profession Tax, Income-Tax, Sales-Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) There are no material dues of Custom Duty, Excise Duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. However according to information and explanation given to us, the following dues of Income Tax have not been deposited on account of disputes

Name of Nature of Amount (Rs.) Period to which Forum where statue dues the amount dispute is relates pending

Income Income Tax 37,14,015 Ass Yr 2006-07, Income Tax Tax Act, 2007-08, 2009-10, Authorities 1961 2010-11

10. In our opinion and according to the information and explanations given to us, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and 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 repayment of dues to financial institutions, banks.

12. In our opinion and according to the information and explanations given to us and based on our examination of records, 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 and explanation given to us, the Company is not a chit fund/nidhi/mutual benefit/society.

14. In our opinion and according to the information and explanations given to us, the company has maintained proper records of transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name.

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

16. In our opinion and according to the information and explanations given to us, the company did not have any term loan outstanding during the year.

17. In our opinion and according to the information and explanations given to us and based on our examination of records, we report that no funds raised on short-term basis have been used for long term investments.

18. In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued debenture during the year.

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

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For G. P. KAPADIA & Co. Chartered Accountants (Firm Registration no. 104768W)

Kirit N. Mehta Partner Mumbai Membership No. 15759 May 30, 2014


Mar 31, 2013

Report on the financial statement

We have audited the accompanying financial statements of PRIMA PLASTICS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 misstatements, 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 Statement of Profit and Loss, of the profit of the Company for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) 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 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the 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 referred to in sub section (3C) of section 211of the Act;

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

ANNEXURE TO THE AUDITOR''S REPORT

Referred to in paragraph 3 of our Report of even date on the accounts of Prima Plastics Limited for the year ended March 31, 2013:

1. In respect of its fixed assets:

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

(b) As explained to us, some of the fixed assets have been physically verified by the Management at reasonable intervals having regard to size of company and nature of its assets and no material discrepancies have been noticed during such verification.

(c) In our opinion the disposal of fixed assets during the year does not affect the going concern assumption.

2. In respect of its inventories:

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

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us, there is no material discrepancies noticed on physical verification of inventory, as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The company has granted loan to Prima FZE, UAE Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 13,46,569/- and the year-end balance of loans granted to such parties was Rs. 13,46,569/-.

(b) The company has granted loan to Prima Deelite Plastics Pvt. Ltd., A Joint Venture Company set up in Cameroon with local partner is covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,08,48,500/- and the year-end balance of loans granted to such parties was Rs. 2,08,48,500/-.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(d) The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the company.

(e) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to company, listed in the register maintained under section 301 of the Companies Act, 1956.

(f) The company had not taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly clauses (iii) (f) to (iii) (g) of CARO are not applicable.

4. In our opinion and according to the information given to us, there are adequate internal control procedures, commensurate to the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) According to the information and explanations given to us, the transactions that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions entered in the register maintained under Section 301 are at market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

6. The Company has not accepted any deposit from the public to which the provisions of sections 58A and 58AA of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

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 & explanation given to us, and based on primary verification of records the company has maintained cost records under Section 209 (1) (d) of the Companies Act, 1956, However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Profession Tax, Income-Tax, Sales-Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There was no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

10. In our opinion and according to the information and explanations given to us, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and 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 repayment of dues to financial institutions, banks.

12. In our opinion and according to the information and explanations given to us and based on our examination of records, 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 the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the company has maintained proper records of transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name.

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

16. In our opinion and according to the information and explanations given to us, the company did not have any term loan outstanding during the year.

17. In our opinion and according to the information and explanations given to us and based on our examination of records, we report that no funds raised on short-term basis have been used for long term investments.

18. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, the company has not issued debenture during the year.

20. In our opinion and according to the information and explanations given to us, the company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For G. P. Kapadia & Co. Chartered Accountants (Firm Registration no. 104768W)



Kirit N. Mehta Partner Membership No. 15759

Mumbai May 29, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of PRIMA PLASTICS LIMITED ("the Company") as at March 31, 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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.

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

Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

iv. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

v. 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:

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

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

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

vi. On the basis of the written representations received from the Directors as on March 31, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956.

Referred to in paragraph 3 of our Report of even date on the accounts of Prima Plastics Limited for the year ended March 31, 20

1. In respect of its fixed assets:

(a) The Company has generally maintained proper records showing full particulars, including quantitative details and situati of its fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the Management at reasonable interv; having regard to size of Company and nature of its assets and no material discrepancies have been noticed during su verification.

(c) In our opinion the disposal of fixed assets during the year does not affect the going concern assumption.

2. In respect of its inventories:

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

(b) In our opinion and according to the, information and explanations given to us, the procedures followed for physical verificatic of inventories, by the management, are reasonable and adequate, in relation to the size of the Company and the natui of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper recorc of its inventories. As explained to us, there is no material discrepancies noticed on physical verification of inventory, a compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other partie covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has granted loan to Prima FZE, UAE Company covered in the register maintained under section 301 of thi Companies Act, 1956. The maximum amount involved during the year was Rs. 13,46,569/- and the year-end balance c loans granted to such parties was Rs. 13,46,569/-.

(b) The Company has granted loan to Prima Deelite Plastics Pvt. Ltd., A Joint Venture Company set up in Cameroon with loca partner is covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involvec during the year was Rs.2,01,45,000/- and the year-end balance of loans granted to such parties was Rs.2,01,45,000/-.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(d) The party have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the Company.

(e) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to Company, listed in the register maintained under section 301 of the Companies Act, 1956.

(f) The Company had not taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly clauses (iii) (f) to (iii) (g) of CARO are not applicable.

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

During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) According to the information and explanations given to us, the transactions that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions entered in the register maintained under Section 301 are at market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

6. The Company has not accepted any deposit from the public to which the provisions of sections 58A and 58AA of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

7. The Company needs to strengthen Internal Audit system commensurate to the size of the Company and nature of the business.

8. According to the information & explanation given to us, and based on primary verification of records the Company has maintained cost records under Section 209 (1) (d) of the Companies Act, 1956, however we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There was no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2012 for a period of more than six months from the date they became payable.

10. In our opinion and according to the information and explanations given to us, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and 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 repayment of dues to financial institutions, banks. .

12. In our opinion and according to the information and explanations given to us and based on our examination of records, 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 the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us and based on our examination of records, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

17. In our opinion and according to the information and explanations given to us and based on our examination of records, we report that no funds raised on short-term basis have been used for long term investments.

18. In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, the Company has not issued debenture during the year.

20. In our opinion and according to the information and explanations given to us, the Company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For G.P. Kapadia & Co.

Chartered Accountants

Firm Regn.No.104768W

Kirit N. Mehta

Mumbai Partner

May 28, 2012 M. No.15759


Mar 31, 2010

We have audited the attached Balance Sheet of PRIMA PLASTICS LIMITED, 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 and annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have conducted the audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain a reasonable assurance about whether the financial statements are free of any 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 the 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of the sub section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in the paragraphs 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 Account, as required by law, have been kept by the Company, so far as it appears from our examination of the Books.

3) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement withthe Books of Accounts.

4) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

5) On the basis of 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 a Director of the Company under section 274 (1)(g) of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes appearing in schedules therein, 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:

a. In the case of the Balance Sheet, of the state of affairs of the Company, as at 31st March, 2010; and

b. In the case of the Profit & Loss Account, of the Loss 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.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our Report of even date on the accounts of Prima Plastics Limited for the year ended March 31, 2010:

1. In respect of its fixed assets:

(a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the Management at reasonable intervals having regard to size of company and nature of its assets and no material discrepancies have been noticed during such verification.

(c) In our opinion the disposal of fixed assets during the year does not affect the going concern assumption.

2. In respect of its inventories:

(a) As explained to us, physical verification of inventories has been conducted by the management, at reasonable intervals during the year.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. As explained to us, there is no material discrepancies noticed on physical verification of inventory, as compared to book records.

3. According to the information and explanations given to us, the Company has not granted or taken secured or unsecured loans to / from Companies, firms or other parties covered in the Register maintained under Section 301 of the Company Act,1956. Accordingly clauses (iii) (b) to (iii) (g) of CARO are not applicable.

4. In our opinion and according to the information given to us, there are adequate internal control procedures, commensurate to the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) According to the information and explanations given to us, the transactions that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions entered in the register maintained under Section 301 during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time at which transactions for similar goods have been made with others parties.

6. The Company has not accepted any deposit from the public to which the provisions of sections 58A and 58AA of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 do not apply.

7. The Company needs to strengthen Internal Audit system commensurate to the size of the Company and nature of the business.

8. According to the information & explanation given to us, and based on primary verification of records the company has maintained cost records under Section 209 (1) (d) of the Companies Act, 1956, However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues applicable to it with the appropriate authorities. There were no arrears as at 31st March 2010 for a period of more than six months from the date they became payable.

b. In our opinion and according to the information and explanations given to us, there are no dues in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and 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 repayment of dues to financial institution, bank.

12. Based on our examination of records and 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 the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. According to the information and explanations given to us, the Company is not dealing or trading in Shares, Securities, Debentures and Other investments. Accordingly, paragraph 4(xiv) of the order is not applicable.

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

16. According to the information and explanations given to us, the company has not borrowed any money on 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 funds raised on short-term basis have been used for long term investments.

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

19. The company has not issued debenture during the year.

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

21. According to 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 G. P. Kapadia & Co. Chartered Accountants FirmRegn. No. 104768W

Kirit N. Mehta

Partner

M. No. 15759

Mumbai

May 29, 2010

 
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