Auditor Report of Southern Latex Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SOUTHERN LATEX LIMITED ("the Company"), which comprise the Balance Sheet as at 31/03/2015, 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 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 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 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 31/03/2015, and its Profit and it's cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order,2015("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act, 2013. We give in the Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

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 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 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 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 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:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

2. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

3. 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 Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(1) In Respect of Fixed Assets

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification. Though company have sold the substantial part of fixed assets, its does not affect the normal course of business operation.

(2) In Respect of Inventory

(a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(3) Loans and advances to parties covered under section 189

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the registered maintained under Section 189 of the Companies Act 2013.

(4) Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control

In our opinion and according to the information and explanations given to us there are 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 audit We have not observed continuing failure to correct major weaknesses in internal control system.

(5) Rules followed while accepting Deposits

No deposits within the meaning of Sections 73 to 76 or any other relevant provision of the Act and rules framed there under have been accepted by the Company.

(6) Maintenance of cost records

The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (l) of section 148 of the Companies Act.

(7) According to the information and explanations given to us in respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Investor education protection fund, Employees' state insurance, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues applicable to it and to regularise the payment of TDS.

According to the records of the Company, there were interest free sales tax loans outstanding as on 31st March 2015 for the period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, no undisputed amounts payable Income tax, as at 31st March, 2015 for a period of more than six months from the date they became payable except in the case of Sale Tax dispute for Rs.113 Lacs

(c) The company is not required to be transferred to Investor education and protection fund during the year. Since, there is no unclaimed and unpaid dividends, deposits and debentures etc.,

(8) Company which has been registered for a period less than five years and accumulated losses are more than 50% of Net worth, Reporting of cash Losses

The company's accumulated losses at the end of the financial year are less than fifty percent of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

(9) Default in Repayment of Loans taken from Bank or Financial Institutions

The company has not defaulted in repayment of dues to financial institution or bank.

(10) Terms for Loans and Advances from Banks or Financial Institutions prejudicial to the interest of the company

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.

(11) Application versus purpose for which Loan Granted

The company did not have any term loans outstanding during the year.

(12) Reporting of Fraud During the Year- Nature and Amount

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

FOR KANNAN AND ALAMELU

(Chartered Accountants)

Place : CHENNAI Reg No. :009087S

Date : 30/05/2015 A.K.ALAMELU

(Partner)

Membership No : 206906

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of SOUTHERN LATEX LIMITED,("the company") which comprise the Balance Sheet as at 31/03/2014, and 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 Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow 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") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from misstatements.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend upon auditor''s judgement, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that 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 case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2014;

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

(c) in case of the Cash Flow Statements, 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 Central Government of India in terms of sub-section (4 A) of section 227 of the Act, We give in the Annexure a statements 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 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 examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss, and cash flow statements 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 statements comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956 , read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31/03/2014 and taken on record by the Board of Directors, none of the director is disqualified as on 31/03/2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies

ANNEXURE TO THE AUDITORS'' REPORT

1. 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) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) Though substantial part of fixed assets have been disposed off during the year, it has not affected the going concern.

2. In respect of its inventories:

(a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the companies Act-1956.

(b) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the companies Act-1956.

4. In respect of internal control

In our opinion and according to the information and explanations given to us there are 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 audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

According to the information and explanations given to us, there are no contracts or arrangements with parties referred to in Section 301 of the Act Accordingly, clause (b) of paragraph 5 of the Order are not applicable to the company for the current year

6. In respect of deposits from public

No deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules farmed thereunder have been accepted by the Company.

7. In respect of internal audit system

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

8. In respect of maintenance of cost records

The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1 )(d) of the Act.

9. In respect of statutory dues

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

(b) According to the information and explanations given to us, no undisputed amounts payable income tax, as at 31st March, 2014 for a period of more than six months from the date they became payable except in the case of Sale Tax dispute for Rs 113 lacs.

10. In respect of accumulated losses and cash losses

The company''s accumulated losses at the end of the financial year are less than its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

11. In respect of dues to financial institution / banks / debentures

In our opinion and according to information and explanation given to us, the company has not taken any loan from Bank or Financial Institutions

12. In respect of loans and advances granted on the basis of security

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

13. In respect of provisions applicable to Chit fund

The Company is not a chit fund or a nidhi or mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the company.

14. In respect of dealing or trading in shares, securities, debentures and other investment

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 Order are not applicable to the company.

15. In respect of guarantee given for loans taken by others

On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions.

16. In respect of application of term loans

Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year

17. In respect of fund used

According to the information and explanation given to us and on an overall examination of the balance sheet of the company as at 31st March 2014, we report that no funds raised on short term basis which have been used for long term investments and vice versa

18. In respect of preferential allotment of shares

During the year, the company has not made any preferential allotment of shares to parties and companies covered and recorded in the register maintained under section 301 of the Act.

19. In respect of securities created for debentures No Debentures Issued during the Year

20. In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21. In respect of fraud

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

Place: CHENNAI FOR KANNAN AND ALAMELU (Chartered Accountants) Date : 16/05/2014 Reg No. :009087S Sd- A.K.ALAMELU (Partner) Membership No : 206906

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Mar 31, 2013

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

Management''s Responsibility for the Financial Statements

Management is responsiblefor 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 section 211(3C) 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 viewand 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 auditing Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control " relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Profit and 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.

Report on Other Legal and Regulatory Requirements

1. As, required by the Companies (Auditor''s Report) Order, 2003 ("theOrdef") issued by the Central Government of India.in. terms of sub-section (4 A) 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 the books;

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt; with by this report are in agreement with the books of account;

.

dj In our opinion; Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31" March 2013, and taken on record by the Board of Directors, we report that none of,the. Directors is disqualified as on 31s'' March 2013 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

Apexure to Independent Auditor''s report CfcrrpH to in paragraph 1 under the heading Report on other Legaland Regulatory requirements of our report of even date.

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

(b) As explained to us, the fixed assets of the company have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

(c) In-our opinion the company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

II. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The Procedures of physical verification of stock followed by the management are reasonable. and adequate in relation to the size of the company and the nature of its business.

(c) The discrepancies noticed on Physical verification of stocks as compared to the books records were not material and have been properly dealt with in the books of accounts.

III. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Consequently,''the provisions of clause iii(b),iii(c) and iii(d) of the order are not applicable to the company.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the of the Companies Act, 1956.Thus sub clauses (f) & (g) are not applicable to the company.

IV. In our opinion and according to the information and explanation given to us there is generally an adequate internal control procedures commensurate with the size of the company and nature of its business, for the purchase of Inventories and Fixed Assets and for the Sale of Goods. We have neither come across nor have we been informed of any major weaknesses m internal control procedures.

V, ''On the basis of representation received from the management, the company has not entered into any contract and arrangement with the parties that need to be entered in the register maintained under section 301 of the companies Act, 1956.

VI. The company has not accepted any deposits from the public covered under section 58A and 58 AA of the Companies Act, 1956.

VII. In our opinion, the company has an internal audit system commensurate with the size and nature of it''s business.

VIII. (a) In our opinion, the company is maintaining reasonable records for the sale and disposable of the scraps .We are informed that the company has* no by-product.

(b) The Central Government has not .prescribed the maintenance of cost records Under Section 209 (1) (d) of the Companies Act, 1956.

Di. (a) According to the information and explanations given to us, the company is making efforts tp enroll with the P.F. authorities.

(b) According the records of the company,there was interest free sales tax loan outstanding as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(c) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty and Excise Duty outstanding for a period of more than six months from the date they became payable as at the date of this report.

X, The Company has accumulated loss of Rs.3,42,59,916.40 as at the end of financial year, ended 31.03.2013 as compared to previous year accumulated loss of Rs..3,59,73,724.

XL In our opinion and according to the information and explanations given to us, the company has not taken any loan from Bank or Financial Institutions.

Xll. According to records of the Company and on the basis of 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.

Xffl. In our opinion, the Company is not a chit fund or a Nidhi / Mutual benefit fund / Society. Therefore, the provisions 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 the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

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

XVI. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

XVIL According to the information and explanations given to us and on an overall examination of the balance sheet of the company as at 3 T March, 2013, We report that no funds raised on short term basis which have been used for long term investments and vice versa.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

XDC. The company has no outstanding debentures during the period under audit.

XX. The company has not raised any money by way of public issues during the year.

XXI. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For and Behalf of the Board For SOUTHERN LATEX LIMITED

Govindan Manivannan N Pillai Neelakanda

Director Director

Gummidipoondi, the 16th day of August, 2013

Registered Office

B-11/W SiPCOT Industrial Complex,

Gummidipoondi - 601201

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SOUTHERN LATEX LIMITED as at 31st March 2012 and also the Profit &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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and 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.

3. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matter specified in paragraphs 4 & 5 of the said Order.

4. Further to our Comments in the Annexure referred to above, we report that:

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

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

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 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 subsection (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the companies Act, 1956 in the manner so required and give a true & fair view in conformity with the Accounting Principles Generally Accepted in India;

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

II. In the case of Profit & Loss of the loss of the Company for the year ended on that date and

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

Annexure referred to in paragraph 3 of the report of even date of the auditors to the members of Southern Latex Limited on the accounts for the year ended 31st March. 2012

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

(b) As explained to us, the fixed assets of the company have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

(c) None of the fixed assets have been revalued during the year. During the period the company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

II. (a) The management has conducted physical verification of inventory at reasonable intervals , during the year in respect of raw materials,(except firewood) spares, stores and finished goods.

(b) The Procedures of physical verification of stock followed by the management are reasonable in relation to the size of the company and the nature of its business.

(c) The discrepancies noticed on Physical verification of stocks as compared to the books records were not material and have been properly dealt with in the books of accounts.

(d) On the basis of our examination, we are satisfied that the valuation of stock is Fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

III. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

IV. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business, for the purchase of Inventories and Fixed Assets and for the Sale of Goods. We have neither come across nor have we been informed of any major weaknesses in internal control procedures.

V. On the basis of representation received from the management, the transactions for purchase of goods and materials and sale of goods, materials and rendering services aggregating Rs.50,000 in respect of each party in pursuance of contract and arrangement entered in the register maintained under section 301 of the companies Act,1956 have been made with other parties and nature of services rendered.

VI. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public and hence compliance of the provisions of section 58A and 58 AA of the Companies Act, 1956 and the Rules framed there under are not applicable..

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

VIII. (a) In our opinion, the company is maintain reasonable records for the sale and disposable of the scraps .We are informed that the company gas no by-product.

(b) The Central Government has not prescribed the maintenance of cost records Under Section 209 (1) (d) of the Companies Act, 1956. and therefore paragraph 4 (viii) of the Order is not applicable.

IX. (a) According to the information and explanations given to us, the company is making efforts to enroll with the P.F. authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty and Excise Duty outstanding for a period of more than six months from the date they became payable as at the date of this report.

X. According to records of the Company and on the basis of 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.

XI. In our opinion, the Company is not a chit fund or a Nidhi / Mutual benefit fund / Society. Therefore, the provisions of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

XIII. According to the information and explanations given to us, during the year the company has not given any guarantee for loans taken by others from banks or financial institutions and therefore the provisions of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

XIV. The company has not taken any term loan, So, comment on theses pares not required.

XV. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and vice versa.

XVI The company has not made any preferential allotment of shares during the year and therefore the provisions of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company..

XVII. The company has not issued any debentures during the year and the provisions of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

XVIII The company has not raised any money by way of public issues during the year and therefore '' the provisions of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

XIX. Based upon the audit procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed during the year.

XX. In respect of trade items, there were no damaged goods.

For O.S.HARIHARAN & CO

Chartered Accountants

Sd/-

O.S.HARIHARAN

Proprietor

Place: Chennai

Date :01.09.2012

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Mar 31, 2010

We have examined the attached Balance Sheet of M/s.Southern Latex Limited as at 31st March 2010 and the annexed Profit and Loss Account for the year ended on that and report that.

1. As required by the Manufacturing and other Companies (Auditors Report) Order 1988 issued by the Company Law Board in terms of Section 227 (4A) of Companies Act, 1956, we enclosed in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to the comments in the annexure referred to in paragraph 1 above

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

b) In our opinion, proper books of accounts as required by law have been kept by the company.

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

3. In our opinion and to the best of our information and according to the explanations furnished to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

i) In the case of Balance Sheet of the state of affairs of the company as at 31st March 2010 and

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

4. Based on information furnished and explanations made available to us none of the directors are disqualified as on 31.03.2010, from being appointed as Director in terms of clause (g) of Sub section (I) of section 274 of the Companies Act 1956.

*ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE.

1. The Company has maintained proper records showing full particulars including quantitative details and the situation of its fixed assets. The Fixed Assets were physically verified and is reasonable.

2. None of the fixed assets have been revalued during the year.

3. Physical verification has been conducted by the management at reasonable periods during the year in respect of raw materials, (except firewood) spares, stores and finished goods.

4. The Procedures of physical verification of stock followed by the management are reasonable in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on Physical verification of stocks as compared to the books records were not material and have been properly dealt with in the books of accounts.

6. On the basis of our examination, we are satisfied that the valuation of stock is, fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The company has not granted secured and unsecured loans to Companies listed in the register maintained under section 301 of the Companies Act, 1956. There are no companies under the same management as defined under Sub-Section (IB) of Section 370 of the Companies Act, 1956.

8. The company has given advances in the nature of loans to the employees which are interest free and are being recovered as stipulated except in the case of employees who have left the service of the company for which adequate provision has been made in the books

9. 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 for purchase of raw materials, including components, stores, plant and machinery, equipment and other assets and for the sale of goods.

10. The transactions for purchase of goods and materials and sale of goods, materials and rendering services aggregating Rs.50,000 in respect of each party in pursuance of contact and arrangement entered in the register maintained Under Section 301 of the Companies Act, 1956 have been made with other parties and the nature of service rendered.

11. Unserviceable and damaged stores, raw-materials and finished goods have been determined and provision for the loss has been made in the books.

12. The Company has no deposits and hence the provision of Section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

13. In our opinion, the Company is maintaining reasonable records for the sale and disposable of the scraps. We are informed that the Company has no by-product.

14. The Company has an internal Audit System commensurate with the size and the nature of its business.

15. The Central Government has not prescribed the maintenance of cost records Under Section 209 (1) (d) of the Companies Act, 1956.

16. According to the information and explanations given to us, the company is making efforts to enroll with the P.F. authorities.

17. There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty and Excise Duty outstanding for a period of more than six months from the date they became payable as at the date of this report.

18. According to the information and explanations given to us, no personal expenses of employees or Directors have been changed to revenue accounts, other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company is a Sick Industrial Company within the meaning of Clause (0) of Sub-Section(l) of the Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

20. In respect of trade items, there were no damaged goods.

For O.S.Hariharan & Company

Chartered Accountants

O.S.Hariharan

Proprietor

Place : Gummidipoondi Date : 30.09.2010

---

Mar 31, 2009

We have examined the attached Balance Sheet of M/s.Southern Latex Limited as at 31st March 2009 and the annexed Profit and Loss Account for the year ended on that and report that.

1. As required by the Manufacturing and other Companies (Auditors Report) Order 1988 issued by the Company Law Board in terms of Section 227 (4A) of Companies Act, 1956, we enclosed in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to the comments in the annexure referred to in paragraph 1 above

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

b) In our opinion, proper books of accounts as required by law have been kept by the company.

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

3. In our opinion and to the best of our information and according to the explanations furnished to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

i) In the case of Balance Sheet of the state of affairs of the company as at 31st March 2009 and

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

4. Based on information furnished and explanations made available to us none of the directors are disqualified as on 31.03.2009, from being appointed as Director in terms of clause (g) of Sub section (I) of section 274 of the Companies Act 1956.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE.

1. The Company has maintained proper records showing full particulars including quantitative details and the situation of its fixed assets. The Fixed Assets were physically verified and is reasonable.

2. None of the fixed assets have been revalued during the year.

3. Physical verification has been conducted by the management at reasonable periods during the year in respect of raw materials, (except firewood) spares, stores and finished goods.

4. The Procedures of physical verification of stock followed by the management are reasonable in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on Physical verification of stocks as compared to the books records were not material and have been properly dealt with in the books of accounts.

6. On the basis of our examination, we are satisfied that the valuation of stock is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The company has not granted secured and unsecured loans to Companies listed in the register maintained under section 301 of the Companies Act, 1956. There are no companies under the same management as defined under Sub-Section (IB) of Section 370 of the Companies Act, 1956.

8. The company has given advances in the nature of loans to the employees which are interest free and are being recovered as stipulated except in the case of employees who have left the service of the company for which adequate provision has been made in the books

9. 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 for purchase of raw materials, including components, stores, plant and machinery, equipment and other assets and for the sale of goods.

10. The transactions for purchase of goods and materials and sale of goods, materials and rendering services aggregating Rs.50,000 in respect of each party in pursuance of contact and arrangement entered in the register maintained Under Section 301 of the Companies Act, 1956 have been made with other parties and the nature of service rendered.

11. Unserviceable and damaged stores, raw-materials and finished goods have been determined and provision for the loss has been made in the books.

12. The Company has no deposits and hence the provision of Section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

13. In our opinion, the Company is maintaining reasonable records for the sale and disposable of the scraps. We are informed that the Company has no by-product.

14. The Company has an internal Audit System commensurate with the size and the nature of its business.

15. The Central Government has not prescribed the maintenance of cost records Under Section 209 (1) (d) of the Companies Act, 1956.

16. According to the information and explanations given to us, the company is making efforts to enroll with the P.F. authorities.

17. There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty and Excise Duty outstanding for a period of more than six months from the date they became payable as at the date of this report.

18. According to the information and explanations given to us, no personal expenses of employees or Directors have been changed to revenue accounts, other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company is a Sick Industrial Company within the meaning of Clause (0) of Sub-Section(l) of the Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

20. In respect of trade items, there were no damaged goods.

For O.S.Hariharan & Company Chartered Accountants

O.S.Hariharan

Proprietor

Place : Gummidipoondi Date : 30.09.2009