Auditor Report of Tulsi Extrusions Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Tulsi Extrusions Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. [in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company's branches at [location of the Indore, Raipur, Vadki, Bijapur, Vadodara, Surat, Kolkata].

Management's Responsibility for the Stand Alone 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone@ 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 thereunder.

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 standalone@ financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone@ financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the standalone@ 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 standalone@ 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 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 standalone@ financial statements.

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

Emphasis of Matter

We draw attention to the following matter in the notes to the standalone@ financial statements:

1. Bad Debts written off Rs 36.42 Crores

2. As on 20.02.2014 an excise audit was conducted by department wherein the demand has been raised for Rs. 1.45 Crores on account of shortage of stock. However the management has not given effect of this shortage of stock in previous year. The shortage of stock calculated by department was Rs.24.29 Crores as per MRP. However in current year the company entered in the books 2080540 kg for Raw material & 651860 kg of finished goods and Rs.13.08 Crores for Raw material & Rs 6.22 Crores for finished goods in consumption. However no corresponding production has been made.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us*];

c. The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report*;

d. 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 [and with the returns received from branches not visited by us;

e. 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;

f. The matter described in sub-paragraph IV under the Emphasis of Matter/Basis for Qualified Opinion/ Basis for Adverse Opinion/ Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

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

h. - N.A.- i. 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 has disclosed the impact of pending litigations on its financial position in its standalone@ financial statements – Refer Note 30 on Contingent Liabilities and Note on Contingent Assets to the standalone@ financial statements;

II. - N.A- III. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Tulsi Extrusions Limited on the financial statements for the year ended 31/03/2015]

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

(b) During the year, the fixed assets of the Company have been physically verified by the management and as informed, material discrepancies identified on such verification have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory (excluding stocks lying with third parties) has not been physically verified by the management during the year and in respect of inventory lying with third parties, these have not been confirmed by them.

(b) The procedures of physical verification of inventory followed by the management are neither reasonable nor adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As informed material discrepancies were noticed on physical verification carried out during the year.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions stated in paragraph 3 (iii)(a) and 3 (iii)(b) of the Order are not applicable.

(a) --N.A.--

(b) --N.A.--

In our opinion and according to the information and explanations given to us, there is no 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 observed continuing failure to correct major weaknesses in internal control system of the Company.

(v) The company has not accepted any public deposits

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub- section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have not been maintained.

(vii) (a) The Company is not regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, and there have been serious delays in a large number of cases.

According to the information and explanations given to us, undisputed dues in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows:

Name of the Nature of Amount Period to which the Due Date of statute the dues Rs. amount relates Date Payment

NIL NIL NIL NIL NIL NIL

(c) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, on account of any dispute, are as follows:

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

Central Excise act Excise duty 1.45 Cr 2013-14 Appellate Tribunal Income tax act Income tax 13.70 Cr 2014-15 Commissioner of Income tax appeal

(d) According to the information and explanations given to us, there has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company which are as follows:

Name of the Nature of Amount Period to which the Due Date of statute the dues Rs. amount relates Date Payment

Nil Nil Nil Nil Nil Nil

(viii) The Company have accumulated losses at the end of the financial year are Rs.162.00 Cr & has incurred cash losses in the current year Rs. 77.10 Cr and immediately preceding financial year Rs. 85.40 Cr

(ix) According to the information and explanations given to us, the Company has defaulted in repayment of its dues to bank(s)/financial institution(s)/ debenture holder (s). The particulars of delays in repayment of dues (including interest) are as follows:

(Rs. In Crores)

Particulars Limit O/s as on Overdue Over due 31/03/2015 w. e. f

PNB Cash Credit 75.00 80.26 5.26 01/07/14

PNB Term Loan A/c-351 2.14 2.17 0.03 01/07/14

PNB Term Loan A/c-10056 23.89 24.19 0.30 01/07/14

PNB Term Loan (FITL)10074 11.54 8.91 2.63 01/07/14

PNB Term Loan (WCTL) 10065 58.00 58.74 0.74 01/07/14

PNB ILC/ FLC 7.00 6.65 0.35 01/07/14

Allahabad Term Loan A/c-1 15.93 16.06 0.13 01/07/14

Allahabad Term Loan(FITL) A/c-2 2.43 1.60 0.83 01/07/14

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

(xi) The Company has not obtained any term loans.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across nor informed of any instance of fraud on or by the Company, noticed or reported during the year except in the para 4.

FOR K K. KABRA & Co.

CHARTERED ACCOUNTANTS



KAILASH K. KABRA

PROPRIETOR

F.NO. 104493-W



Place :- Jalgaon

Date :- 12/06/2015

---

Mar 31, 2014

Not available

---

Mar 31, 2013

1. We have audited the annexed attached Balance Sheet of M/s TULSI EXTRUSIONS LIMITED as at 31st March, 2013 and also the attached Proft and Loss Account and the Consolidated Cash Flow Statement of the Company for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

3. As required by the Companies (Auditors'' Report) Order 2003, issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Companies Act, 1956, and on the basis of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

e. On the basis of written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the-Directors is disqualifed as on 31st 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. In our opinion, and to the best of our information and according to explanations given to us, the said accounts read with Signifcant Accounting Policies and other notes to account thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. in case of the Consolidated Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

II. in case of the Consolidated Proft and Loss Account, of the proft for the year ended on that date;

III. in case of the Consolidated Cash Flow Statement, of the cash fows for the year ended as on that date.

Note: This Audit report contains 43 (Forty Three) pages only.

Annexure referred to in paragraph 3 of the Auditors'' Report of even date to the members of Tulsi Extrusions Limited on the fnancial statements for the year ended March 31, 2013:

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

b. According to the information and explanations given to us, the company has followed a program of physical verifcation of major fxed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We have been informed that no material discrepancies were noticed on such verifcation.

c. The company has not disposed off any substantial fxed assets during the year.

2. a. As informed to us, the inventories have been physically verifed by the management. In our opinion, the frequency of verifcation is reasonable.

b. In our opinion and according to information and explanation given to us, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate having regard to the nature and size of the company.

c. In our opinion and according to information and explanation given to us, the company has maintained proper records of inventory in terms of pieces. These are then converted in Kgs. as certifed by the management. There is no material discrepancy in physical and as per records in terms of pieces.

3. As per information and explanations given to us and the records produced to us for verifcation the company has not taken any loans secured or unsecured from Companies, Firms and other parties as in the register maintained under section 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to Companies, Firms and other parties 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 is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for purchase of inventory and fxed assets and also for the sale of goods. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act, have been so entered;

b. In our opinion and according to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, within the meaning of sections 58A, 58AA or any other relevant provision of the act and the rules framed there under. We have been informed that no order has been passed in this regard by Company Law Board, National Company Law Tribunal, R.B.I., any Court or any other tribunal.

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

8. We are informed that the company has not maintained cost records as prescribed by the Central Government under Section 209(l) (d) of the Companies Act, 1956. However the requirement of cost auditor is complied and cost audit is in process.

9. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing in undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Excise duty, Sales tax, Service tax, Custom Duty, Cess and other material.

a. Statutory dues applicable to it during the year. There were no arrears as at March 31, 2013 for a period of more than six months from the date they become payable.

10. The company does not have accumulated losses as at the end of year and the company has not incurred cash losses during the current year and immediately preceding fnancial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a fnancial institution or bank or debenture holders. Hence the amount of default and period not given.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statutes applicable to chit fund/ Nidhi / mutual beneft fund/ societies are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the company has given guarantee for loans taken by others from banks or fnancial institutions during the year for Rs 0.30 Crores.

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans availed by the Company have been, prima facie, applied by the company for the purpose for which the loans were obtained.

17. According to cash fow statement and records examined by us and according to the information and explanations given to us, the funds raised on short-term basis have, prima facie not been used for long term investment during the year.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by way of public issue during the year under consideration.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For K.K.Kabra and Co.

Chartered Accountants

Kailash K. Kabra

Proprietor F. No. 104493W

Place: Jalgaon

Date: May 30, 2013

---

Mar 31, 2012

1. We have audited the annexed Balance Sheet of M/s TULSI EXTRUSIONS LIMITED as at 31 st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles uded 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 (Auditors' Report) Order 2003, issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Companies Act,1956, and on the basis of the books and records of the company as we conskiereci appropriate ana according to tnu information ana explanations given to us, we enciose in the Annexure a statement on the matters specified in paragraphs 4 and 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 accounts as required by law have been kept by the Company so far as appears from our examination ot those books;

c The Balance Sheet, the Profit and Loss Account and tne Cash Flow Statement dealt by thib report are in agreement with the books of account,

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

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

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

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

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

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

Annexure referred to in paragraph 3 of the Auditors' Report of even date to the members of Tulsi Extrusions Limited on the financial statements for the year ended March 31, 2012:

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

b. According to the information and explanations given to us, the company has followed a program of physical verification of major fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We have been informed that no material discrepancies were noticed on such verification.

c. The company has not disposed off any substantial fixed assets during the year.

2. a. As informed to us, the inventories have been physically verified by the management. In our opinion, the requency of verification is reasonable.

b. In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate having regard to the nature and size of the company.

c. In our opinion and according to information and explanation given to us, the company has maintained proper records of inventory in terms of pieces. These are then converted in Kgs. as certified by the management. There is no material discrepancy in physical and as per records in terms of pieces.

3. As per information and explanations given to us and the records produced to us for verification the company has not taken any loans secured or unsecured from Companies, Firms and other parties as in the register maintained under section 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to Companies, Firms and other parties 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 is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and also for the sale of goods. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act, have been so entered;

b. In our opinion and according to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, within the meaning of sections 58A, 58AA or any other relevant provision of the act and the rules framed there under. We have been informed that no order has been passed in this regard by Company Law Board, National Company Law Tribunal, R.B.I., any Court or any other tribunal.

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

8. We are informed that the company has not maintained cost records as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956. However the requirement of cost auditor is complied and our cost audit is In process.

9. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing in undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Excise duty, Sales tax, Service tax, Custom Duty, Cess and other material statutory dues applicable to it during the year. There were no arrears as at March 31,2012 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, details of dues in respect of income tax/ excise duty/sales tax/service tax/custom duty/cess which have not been deposited as on 31 st March 2012 on account of any dispute are given below:

Particulars Financial Year to Forum where Amount which it pertains matter is pending (Rs. in lacs)

Excise Duty 1998-99 Supreme Court 1.62

Income tax 2008-09 Income Tax Appeals 522.11

Total 523.73

10. The company does not have accumulated losses as at the end of year and the company has not incurred cash losses during the current year and immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. Hence the amount of default and period not given.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statutes applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the company has given guarantee for loans taken by others from banks or financial institutions during the year for Rs 0.20 Crores.

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans availed by the Company have been, prima facie, applied by the company for the purpose for which the loans were obtained.

17. According to cash flow statement and records examined by us and according to the information and explanations given to us, the funds raised on short-term basis have, prima facie not been used for long term investment during the year.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by way of public issue during the year under consideration.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For K.K.Kabra and Co.

Chartered Accountants

Kailash K. Kabra

Proprietor

F. No. 104493W

Place : Jalgaon

Date : May 30, 2012

---

Mar 31, 2011

1. We have audited the annexed Balance Sheet of M/s TULSI EXTRUSIONS LIMITED as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 (Auditors' Report) Order 2003, issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Companies Act,1956, and on the basis of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

e. On the basis of written 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;

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

I. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

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

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

Annexure referred to in paragraph 3 of the Auditors' Report of even date to the members of Tulsi Extrusions Limited on the financial statements for the year ended March 31, 2011:

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

b. According to the information and explanations given to us, the company has followed a program of physical verification of major fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We have been informed that no material discrepancies were noticed on such verification.

c. The company has not disposed off any substantial fixed assets during the year.

2. a. As informed to us, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate having regard to the nature and size of the company.

c. In our opinion and according to information and explanation given to us, the company has maintained proper records of inventory in terms of pieces. These are then converted in Kgs. as certified by the management. There is no material discrepancy in physical and as per records in terms of pieces.

3. As per information and explanations given to us and the records produced to us for verification the company has not taken any loans secured or unsecured from Companies, Firms and other parties as in the register maintained under section 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to Companies, Firms and other parties 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 is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and also for the sale of goods. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act, have been so entered;

b. In our opinion and according to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, within the meaning of sections 58A, 58AA or any other relevant provision of the Act and the Rules framed there under. We have been informed that no order has been passed in this regard by Company Law Board, National Company Law Tribunal, R.B.I., any Court or any other tribunal.

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

8. We are informed that the company is not required to maintain cost records as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Excise duty, Sales tax, Service tax, Custom Duty, Cess and other material statutory dues applicable to it during the year. There were no arrears as at March 31, 2011 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, details of dues in respect of income tax/excise duty/sales tax/service tax/custom duty/cess which have not been deposited as on 31st March 2011 on account of any dispute are given below:

Particulars Financial Year Forum where matter Amount (Rs. to which it is pending in lacs) pertains

Excise Duty 1998-99 Supreme Court 1.62

Total 1.62

10. The company does not have accumulated losses as at the end of year and the company has not incurred cash losses during the current year and immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. Hence the amount of default and period not given.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statutes applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans availed by the Company have been, prima facie, applied by the company for the purpose for which the loans were obtained.

17. According to the cash flow statement and records examined by us and according to the information and explanations given to us, the funds raised on short-term basis have, prima facie not been used for long term investment during the year.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures during the year.

20. The company has raised money by way of public issue(GDR's) amounting Rs. 6750.00 lacs during the year,

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For K.K.Kabra & Co. Chartered Accountants

Kailash K. Kabra Proprietor F. No. 104493W Place :- Jalgaon Date :- May 30, 2011

---

Mar 31, 2010

1. We have audited the annexed Balance Sheet of M/s TULSI EXTRUSIONS LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 (Auditors Report) Order 2003, issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Companies Act,1956, and on the basis of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

e. On the basis of written 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;

f. Attention is invited to the following in Schedule 19-Notes to Account:

We report that in respect of observation made in Note No. (2) for non compliance of Accounting Standard (AS) 15- "Employees Benefit", the profit would have been lower by approx. Rs. 16.21 lacs (PY- Rs. 16.21 lacs) on account of non-provision of annual gratuity premium.

g. Subject to our observation in paragraph4(f) above, in our opinion, and to the best of our information and according to explanations given to us, the said accounts read with Significant Accounting Policies and other notes to account thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

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

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

Annexure referred to in paragraph 3 of the Auditors Report of even date to the members of Tulsi Extrusions Limited on the financial statements for the year ended March 31, 2010:

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

b. According to the information and explanations given to us, the company has followed a program of physical verification of major fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We have been informed that no material discrepancies were noticed on such verification.

c. The company has not disposed off any substantial fixed assets during the year.

2. a. As informed to us, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate having regard to the nature and size of the company.

c. In our opinion and according to information and explanation given to us, the company has maintained proper records of inventory in terms of pieces. These are then converted in Kgs. as certified by the management. There is no material discrepancy in physical and as per records in terms of pieces.

3. As per information and explanations given to us and the records produced to us for verification the company has not taken any loans secured or unsecured from Companies, Firms and other parties as in the register maintained under section 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to Companies, Firms and other parties 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 is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and also for the sale of goods. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

5.a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act, have been so entered;

b. In our opinion and according to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, within the meaning of sections 58A, 58AA or any other relevant provision of the act and the rules framed there under. We have been informed that no order has been passed in this regard by Company Law Board, National Company Law Tribunal, R.B.I., any Court or any other tribunal.

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

8. We are informed that the company is not required to maintain cost records as prescribed by the Central Government under Section 209(l) (d) of the Companies Act, 1956.

9. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing in undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Excise duty, Sales tax, Service tax, Custom Duty, Cess and other material statutory dues applicable to it during the year. There were no arrears as at March 31, 2010 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, details of dues in respect of income tax/excise duty/sales tax/service tax/custom duty/cess which have not been deposited as on 31st March 2010 on account of any dispute are given below:

Particulars Financial Year to which it pertains Forum where matter is pending Amount (Rs. in lacs)

Excise Duty 1998-99 Supreme Court 1.62

Income Tax 2006-07 Commissioner of IT(Appeal) 184.83*

Total 186.45



*Rs. 74.00 lacs have already been deposited till March 31, 2010 and the matter is subjudice with Appellant Authorities.

10. The company does not have accumulated losses as at the end of year and the company has not incurred cash losses during the current year and immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. Hence the amount of default and period not given.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statutes applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans availed by the Company have been, prima facie, applied by the company for the purpose for which the loans were obtained.

17. According to cash flow statement and records examined by us and according to the information and explanations given to us, the funds raised on short-term basis have, prima facie not been used for long term investment during the year.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by way of public issue during the year,

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For K.K.Kabra & Co. Chartered Accountants

Kailash K. Kabra

Proprietor M.No. 37641 Place :- Jalgaon

Date :- May 31, 2010