Auditor Report of Gothi Plascon (India) Ltd.

Mar 31, 2019

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Gothi Plascon India Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, 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

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under section 133 of companies Act,2013 (the “Act”) as per Companies (Indian Accounting Standard (Tnd As)) Rules, 2015. 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 financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matt ers 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 financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its Profit and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

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

b. in our opinion 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 financial statements comply with the Accounting Standards notified under section 133 of companies Act,2013 (the “Act”) as per Companies (Indian Accounting Standard ( Ind As)) Rules, 2015

e. On the basis of written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

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

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

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

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2019:

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

(b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regard to the size of the company and nature of its business. No material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2) (a) The company does not hold any inventories and hence Clause 2(a) to Clause 2(b) are not applicable and hence not commented upon.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with Section 186 of the Companies Act,2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2019 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us, the Company has not taken any loan from any banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures. Hence this clause is not applicable and not commented upon.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has utilized the money raised by public issue for the purpose for which it was disclosed in the prospectus.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of Gothi Plascon India Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Gothi Plascon India Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance

Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Place: Puducherry For Yeswant Chopra & Co

Date: 28/05/2019 Chartered Accountants

-sd-

Yeswant Chopra

Proprietor

Membership number: 212296

---

Mar 31, 2015

We have audited the accompanying financial statements of Gothi Plascon India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 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 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 of 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. 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 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 31 March 2015, and its profit and its cash flows for the year ended on that date Report on Other Legal and Regulatory Requirements As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by the 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 31March2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31March2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) In respect of the matters as specified in the order, as mentioned in Section 143 (11), a separate annexure A is attached.

(g) 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 statements

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

iii. There are no such instances when the Company had to transfer amounts to the Investor Education and Protection Fund.

Annexure A to the Auditors' Report

The Annexure referred to in our report to the members of Gothi Plascon India Limited (the Company') for the year ended on 31.03.2015. We report that:

S. Particulars Auditors Remark

No (i) (a) whether the company is maintaining proper record showing fullparticulars, Yes including quantitative details and situation of fixed assets;

(b) whether these fixed assets have been physically Yes, verified by verified by the management at reasonable the managementand intervals;whether any material discrepancies no material were noticed on such verification and if so, discrepancies whether the same have been properly dealt noted. with in the books of account;

(ii) (a) whether physical verification of Not applicable as inventory has been conducted at the company does reasonable intervals as the company not hold by the management; inventories.

(b) are the procedures of physical verification Not Applicable of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper Not Applicable records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) (iii) whether the company has granted any The Company has loans, secured or unsecured to companies, not granted any firms or other parties covered in the register loans to parties maintained under section 189 of the Companies covered inthe Act. If so, register under Section 189 of Companies Act

(a) whether receipt of the principal amount and interest arc also regular; and Not Applicable

(b) if overdue amount is more than rupees one Not Applicable lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

(iv) is there an adequate internal control There is an system commensurate with the size of the adequate internal company and the nature of its business, control commensurate for the purchase of inventory and fixed with thesize of assets and for the sale of goods and the company and the services. Whether there is a continuing nature of its failure to correct major weaknesses in business internal control system.

(v)in case the company has accepted deposits, In respect of whether the directives issued by the Reserve deposits taken by Bank of India and the provisions of sections the Company, as 73 to 76 or any other relevant provisions of per Section 74, the Companies Act and the rules framed there the company needs under, where applicable, have been complied to file a statement with? If not, the nature of contraventions of deposits should be stated; If an order has been outstanding passed by Company Law Board or National as on 31.03.2014 Company Law Tribunal or Reserve Bank of but the Company India or any court or any other tribunal, has failed to file whether the same has been complied with or the same. Also such not? outstanding needs to be repaid before 31.03.2015 but the Company has repaid on 16.04. 15

(vi)where maintenance of cost records has been Not Applicable as specified by the Central Government under maintenance of cost sub-section (1) of section 148 of the records under section Companies Act, whether such accounts and 148(1)is not records have been made and maintained; applicable to the Company

(vii)(a) is the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, Yes, no arrears cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) in case dues of income tax or sales tax or No such dues are wealth tax or service tax or duty of customs outstanding on or duty of excise or value added tax or cess account of any have not been deposited on account of any dispute. dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) whether the amount required to be transferred There are no such to investor education and protection fund in instances when the accordance with the relevant provisions of Company had to the Companies Act, 1956 (1 of 1956) and rules transfer amounts made there under has been transferred to such to the Investor fund within time. Education and Protection Fund.

(viii)whether in case of a company which has Accumulated losses been registered for a period not less are not less than than five years, its accumulated losses 50% of its net at the end of the financial year are worth. The company not less than fifty per cent of its net has not incurred worth and whether it has incurred cash cash losses in losses in such financial year and in current and the immediately preceding financial year; preceding financial year.

(ix)whether the company has defaulted in No loans taken from repayment of dues to a financial financial institution or bank or debenture institutions, bank holders? If yes, the period and or debenture amount of default to be reported; holders.

(x)whether the company has given any guarantee No guarantee given for loans taken by others from bank or for loans taken by financial institutions, the terms and others from banks or conditions whereof are prejudicial to financial the interest of the company; institutions.

(xi)whether term loans were applied for the No term loans purpose for which the loans were taken by the obtained; company

(xii)whether any fraud on or by the company has No fraud reported. been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

Place of signature: Chennai For ACHHA ASSOCIATES Date: 27.04.2015 CHARTERED ACCOUNTANTS

(T.R, ACHHA) PARTNER Membership No.25959

---

Mar 31, 2014

We have audited the accompanying financial statements of Gothi Plascon (India) Limited (the company}, which comprise the balance sheet as at 31 March 2014, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''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 fiows of the company in accordance with the accounting standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13h September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the companies Act, 2013. This responsibility inctudes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted In india:

(a) ''In the case of the balance sheet, of the state of affairs of the company as at 31 March 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 for the purpose of our audit.

(b) In our opinion proper books of account as required-by law have been kept by the company so far as appears from our examination of those books. The balance sheet, statement of profit and toss 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 notified under the Companies Act, 1956 read with the general Circular 15/2013 dated 13" September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

(e) On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date Re: Gothi Piascon (India) Limited (the company)

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

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

(i)(c) During the year, the company has not disposed of major part of the plant and machinery. According to the information and explanations given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company

(ii)(a) As the company os not having any inventory, clause

ii (a), (b), (c) with reference to inventory is not applicable, hence not commented up on.

(iii)(a) 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 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the company and hence not commented upon.

(iii)(e) According lo information and explanations given to us, the company has taken unsecured loans, from five parties covered in the register maintained under section 301 ''of the Companies Act, 1956, having year end balances of Rs. 3.49,90,000 and maximum outstanding of Rs5,48,00,000.

(iii)(f) According to the information and explanations given to us, the terms and conditions of the bans taken are not prejudicial to the interests of the Company.

(iii)(g) The principal amount and interest amount is repayable on demand and there is no repayment schedule.

(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, for the sale of services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company.

(v)(a) According tc the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(v)(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of ''500,000 have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has nol accepted any deposit from Public. The Company Law Board has passed no order.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) it is not mandatory for the company of maintenance of cost records, as no activity which attracts maintenance of cost records is undertaken by the company, hence not commented up on.

(ix)(a) As per the information and explanations given to us, the company is not liable to pay any statutory dues like provident fund, investor education and protection fund, employees'' state insurance, income tax, sales-tax, wealth-tax, customs duty, excise duty, cess and other material statutory dues applicable to it. The company is regular in depositing service tax applicable to it

(ix)(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(ix)(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses amounting to Rs.68,659,022.32 at the end of the financial year and it has not incurred cash tosses in the current and not in immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not raised any loans from banks, financial institutions and debenture holders and hence this clause is not applicable to the Company.

(xii) 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.

(xiii) 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 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

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

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

(xvi) As per records of the company, the company has not raised any term loan.

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

(xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

(xx) We have verified that the end use of money raised by public issue is as disclosed in the financial statements.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

Place of signature: Chennai , For ACHHA ASSOCIATES

Date: 15.05.2014 CHARTERED ACCOUNTANTS

(T.R.ACHHA)

PARTNER

Membership No.25959

---

Mar 31, 2013

We have audited the accompanying financial statements of Gothi Plascon (India) Limited (the company), which comprise the balance sheet as at 31 March 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 principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the statement of profit and loss, 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

Report on other legal and regulatory requirements

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

2. As required by. section 227(3) of the Act, we report that:

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

(b) In our opinion proper books of 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 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date Re: Gothi Plascon (India) Limited (the company)

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

(i)(b) All fixed assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Nb material discrepancies were noticed on such verification.

(i)(c) During the year, the company has disposed of a major part of the plant and machinery. According to the information and explanations given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company (ii)(a) As explained to us, the management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion and according to the information and explanations given to us flie frequency of verification is reasonable. (ii)(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (ii)(c) On the basis of examination of the records of the inventory and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a) 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 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the company and hence not commented upon. (iii)(e) According to information and explanations given to us, the company has taken unsecured loans, from two parties covered in the register maintained under section 301 of the Companies Act, 1956, having year end balances of Rs. 3,48,00,000 and maximum outstanding of Rs 41,210,000.

(iii)(f) According to the information and explanations given to us, the terms and conditions of the loans taken are not prejudicial to the interests of the Company.

(iii)(g) The principal amount and interest amount is repayable on demand and there is no repayment schedule.

(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, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

v)(a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered. (v)(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of ''500,000 have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from Public. The Company Law Board has passed no order.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the-cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)(a) As per the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other materia] statutory dues applicable to it.

(ix)(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(ix)(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses amounting to Rs.71,157,674 at the end of the financial year and it has incurred cash losses in the current and not in immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not raised any loans from banks, financial institutions and debenture holders and hence this clause is not applicable to the Company.

(xii) 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.

[xiii) 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 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

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

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. ''xvi) As per records of the company, the company has not raised any term loan.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. ''xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

[xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures during the year.

xx) We have verified that the end use of money raised by public issue is as disclosed in the notes to the financial statements.

xi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

Place of signature: Chennai For ACHHA ASSOCIATES

Date: 31.5.2013 CHARTERED ACCOUNTANTS

(T.R ACHHA)

PARTNER

Membership No.25959

---

Mar 31, 2012

We have audited the attached Balance Sheet of Gothi Plascon (India) Limited as at 31st March 2012 and also the Profit and Loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4a) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company

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

i) We have obtained ail 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, the company has kept proper books of account as required by law so far as appears from our examination of the books of the Company

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable.

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

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

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

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

PARTNER Referred to in paragraph 3 of our report of even date.

1) (a) On the basis of examination of the records of the company, we report that the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) On the basis of examination of the records of the company, we report that all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such verification. c) During the year, the company has not disposed of a major part of the plant and machinery.

2) a) As explained to us, the inventory has been physically verified during the year by the management In our opinion and according to the information and explanations given to us the frequency of verification 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 are reasonable and adequate in relation to the size of the company and the nature ofbusiness.

c) On the basis of examination of the records of the inventory and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a) The company had taken loan from one individual covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 144,00,000 and the year-end balance of loans taken from such parties was Rs. 144,00,000/-. The companies have not granted any loan to parties covered in register maintained u/s 301 of the Companies Act 1956.

b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 are not, prima facie, prejudicial to the interest of the company. c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest

d) There is no overdue amount of loans taken from firms or other parties listed in the register maintained under section 301 of the Companies Act 1956.

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

5) A) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered

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

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from Public. The Company Law Board has passed no order.

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

8) The Industry in which Company's business is involved is not prescribed u/s 209(1) (d) for maintenance of cost records.

9) (a) As per the information and explanations given to us and 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, excise duty, cess and other material statutory dues applicable to it No wealth tax and custom duty is payable by company.

(b) According to the information and explanations given to us and records of the company, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10) In our opinion, the accumulated losses of the company are Rs 66,337,857 as on 31.03.2012, which is more than 50% of its net worth. The company has not incurred any cash losses during the financial year 2011-2012.

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

12) As per records of the company, 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 (Auditor's Report) Order, 2003 are not applicable to the Company.

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

15) As per the records of the company, the company has not given guarantees for loans taken by other from banks or financial institutions.

16) As per records of the company, the company has not raised any term loan.

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

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

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

20) During the course of our examination of books of accounts carried out in accordance with generally accepted practices in India, we have neither come across any incidence of fraud on or by the company nor have we been informed of any such case by the management

For ACHHA ASSOCIATES

CHARTERED ACCOUNTANTS

Place: Chennai

Date:04.05.2012 (T.R.ACHHA)

---

Mar 31, 2011

We have audited the attached Balance Sheet of Gothi Plascon (India) Limited as at 31st March 2011 and also the Profit and Loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4a) of section 227 of the Companies Act, 1956, we enclose in the Annexure

a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company

Further to our comments in the Annexure referred to 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, the company has kept proper books of account as required by law so far as appears from our examination of the books of the Company

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable.

v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true an 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 31-March, 2011;

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

Referred to in paragraph 3 of our report of even date.

1). (a) On the basis of examination of the records of the company, we report that the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) On the basis of examination of the records of the company, we report that all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies were noticed on such verification.

c) During the preceding years, the company has disposed of a major part of the plant and machinery. According to the information and explanations given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company

2) a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us the frequency of verification 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 are reasonable and adequate in relation to the size of the company and the nature of business.

c) On the basis of examination of the records of the inventory and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a) The company had taken loan from two persons (relatives of the directors) covered in the register maintained under section301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 149.20 lakhs and the year-end balance of loans taken from such parties was Rs. 95 lakhs. The companies have not granted any loan to parties covered in register maintained u/s 301 of the Companies Act, 1956.

b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

d) There is no overdue amount of loans taken from firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

5) According to the information and explanations given to us, we are of the opinion (hat the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees

five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

1. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from Public. The Company Law Board has passed no order.

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

3. The Industry in which Companys business is involved is not prescribed u/s 209( 1) (d) for maintenance of cost records.

4. (a) As per the information and explanations given to us and 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, excise duty, cess and other material statutory dues applicable to it. No wealth tax and custom duty is payable by company.

(b) According to the information and explanations given to us and records of the company, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

1) In our opinion, the accumulated losses of the company is Rs 750.02 lakhs as on 31.03.2011, which is more than 50% of its net worth. The company has not incurred any cash losses during the financial year 2010 2011 and of Rs—NIL during financial year 2009-2010.

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

3) As per records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

4) 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.

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

6) As per the records of the company, the company has not given guarantees for loans taken by other from banks or financial institutions.

7) As per records of the company, the company has not raised any term loan.

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

9) According to the information and explanations given to us and as per records of the company, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

10) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures during the year.

11) During the course of our examination of books of accounts carried out in accordance with generally accepted practices in India, we have neither come across any incidence of fraud on or by the company nor have we been informed of any such case by the management.

For ACHHA ASSOCIATES CHARTERED ACCOUNTANTS

(T.R. ACHHA) PARTNER

Place: Chennai Date:I5.4.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Gothi Plascon (India) Limited as at 31st March 2010 and also the Profit and Loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management: Our responsibility is to express an opinion on these financial statements based op our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4a) of section 227 of the Companies Act, 1956, we enclose in the Arinexure a statement on the matters specified in paragraphs 4 and 5 Of the said Order to the extent applicable to the Company

Further to our comments in the Annexure referred to 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, the company has kept proper books of account as required by law so far as appears "from our examination of the books of the Company

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable.

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

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

a. In the case of the Balance Sheet, of thestateof affairsof the Company as at 31st March, 2010;

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

Referred to. in paragraph 3 of our report of even date.

1).(a) On tnVbasisof examination of the records of the company, we report that the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) On the basis of examination of the records of the company, we report that all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable haying regard to the size of the company and the nature of the assets-. No material discrepancies were noticed on such verification. -

c) During the year, the company has disposed of a major part of the plant and machinery. According to the information and explanations given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the company.

2)a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us die frequency of verification is reasonable.

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

c) On the basis of examination of the records of the inventory and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3)a) The company had taken loan from six other firms & individuals covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 333/- Lakhs and the year- end balance of loans taken from such parties was Rs. 105/- Lakhs. The companies have not granted any loan to parties covered in register maintained u/s 301 of the Companies Act, 1956.

b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

d) There is no overdue amount of loans taken from firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

5) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

1.In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from Public. The Company Law Board has passed no order.

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

3.The Industry in which Companys business is involved is not prescribed ,u/s 209(1) (d) for maintenance of cost records.

4(a) As per the information and explanations given to us and" 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, excise duty, cess and other material statutory dues applicable to it. No wealth tax and custom duty is payable by company.

(b) According to the information and explanations given to us and records of the company, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were m arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

1) In our opinion, the accumulated losses of the company is Rs 823.68 lakhs as on 31.03.2010, which is more than 50% of its net worth. The company has not any incurred cash losses during the financial year 2009-2010 and of Rs 10.13 lakhs during financial year 2008-2009.

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

3) As per records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

4) 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.

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

6) As per the records of the company, the company has not given guarantees for loans taken by other from banks or financial institutions.

7) As per records of the company, the company has not raised any term loan.

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

9) According to the information and explanations given to us and as per records of the company, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301of the Act.

10) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures during the year.

11)During the course of our examination of books of accounts carried out in accordance with generally accepted practices in India, we have neither come across any incidence of fraud on or by the company nor have we Been informed of any such case by the management.

For ACHHA ASSOCIATES Place of signature: CHARTERED ACCOUNTANTS

Chennai (T.R. ACHHA)

Date: 15/4/2010 PARTNER

Membership No.25959