Auditor Report of Universal Prime Aluminium Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Basis for Qualified Opinion

I. The liabilities for employee benefits are not being made in accordance with clauses of Accounting Standard 15 - Employee Benefit (Revised).

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

I. Attention is invited to note no. 19.1 forming part of Financial Statement regarding preparation of accounts on "Going Concern" basis despite discontinuation of manufacturing activity and disposing off of entire plant and machinery. "Going Concern" assumption is subject to Company''s ability to set up manufacturing facility as described therein. Our opinion is not qualified in this respect.

II. We draw attention to Note below Note No.6 with respect to disclosure requirement under Micro Small & Medium Enterprises Development Act; Information has been sought from suppliers under MSME Act 2006. Pending receipt of such confirmation disclosure could not be furnished. Our opinion is not qualified in respect of this matter.

III. We draw attention to Note no. 19.10 related to provision not being made for overdue redemption proceeds of Redeemable Debentures; we are unable to express an opinion with regard to the extent of recoverability / realisability of such overdue receivable amounts of " 2500000 due for redemption in March 2014. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

2. As required under provisions of section 227(3) of the Companies Act 1956, we report that:

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

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

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

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the companies Act, 2013;

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

ANNEXURE TO AUDITORS'' REPORT

Referred to in Paragraph 3 of our Report of even date

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

(b) Company has not carried out physical verification of assets during the year under audit.

(c) During the year company has not disposed off any substantial part of fixed assets.

2. (a) Company has not physically verified the inventory during the year under audit

(b) As the physical verification is not being carried out other sub-clauses are not applicable

3. (a) As per the information and explanation given to us, the Company has granted unsecured loans to two companies covered under section 301 the Companies Act 1956. Total amount given during the year aggregated to " 84,00,000in addition to loans granted during the previous year. The maximum outstanding aggregated to " 4,80,40,000and outstanding as at year end aggregated to " 4,45,50,636.

(b) In our opinion, the rate of interest on which loan have been given to parties listed in register maintained under Section 301 of the Companies Act, 1956 is not prejudicial to the interest of the Company.

(c) The party to whom loan is granted was regular in the payment of interest. No repayment period is prescribed hence comment on regular repayment of principle cannot be provided.

(d) As repayment period for principle amount is not stipulated the clause 4 (iii) (d) related to steps taken for recovery is not applicable.

(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 Companies Act, 1956. Accordingly clause 4iii(f) and iii(g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, the clause 4 (iv)is not applicable as company is not in operation and there were no transaction of purchase of inventory and fixed asset.

5. Based on the Audit procedures performed and according to the information and explanations given to us the transactions covered by Section 301 are being recorded in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the public within the provisions of section 58A and 58AA of the Companies Act, 1956 or any relevant provisions of the Act and the Companies (Acceptance of Deposit Rules 1975 apply.

7. The company does not have any formal internal audit system.

8. According to the information given to us, the provisions of section 209(1) (d) for maintenance of cost recordsare not applicable in view of discontinuation of manufacturing operations.

9. (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, excise duty, custom duty and other material dues with appropriate authorities, as applicable to the Company

(b) The details of dues which are not deposited on account of dispute are detailed below:

* Central Sales Tax Demand contested under appeal " 1,46,202 (Previous Year " 1,46,202),

* Other disputed claims -Telephone Exp. dues at Hyderabad " 140000 (Previous Year " 140000)

* Property taxes of PendharGrampanchayat of " 862574 demanded by Grampanchayat vide demand notice no. 177dt. 18-2-2006 for the period up to 31-3-2006 against which company has filed special suit in the court of Civil Judge Senior division Panvel.

10. Company''s accumulated losses at the end of financial year do not exceed 50% of its Net worth. Company has not incurred cash loss during the year under audit as well in the immediately preceding financial year.

11. According to the records, Company has not obtained loan from any financial institution and banks thus the clause is not applicable.

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

13. The Company is not a chit fund or nidhi /mutual benefit fund/society.

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

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 bank or financial institutions.

16. The Company has not availed credit facilities from the Banks; hence clause 16 is not applicable.

17. Company has not raised any funds from bank or other institutions thus clause 17 is not applicable.

18. During the year under Audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the Company has not issued any debentures; therefore the creation of charges does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. To the best of our knowledge and belief and as represented to us by the management and on the basis of our examination, during the year no fraud on or by the company has been noticed or reported by/to us during the course of our audit.

For SINGHI & CO. Chartered Accountants Firm Registration No. 302049E S. Chandrasekhar Place : Mumbai Partner Dated : 30th May 2014 Membership No. 007592

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Universal Prime Aluminium 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 forthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting

Standards referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956 ("the Act") and In accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Basis of qualification

1. As reported in earlier years, the Company had discontinued manufacture of alluminium collapsible tubes and has disposed off substantial portion of its plant and machinery. As stated in Note no.20.1 the Accounts have been prepared on ''going concern'' basis. The appropriateness of the said basis is dependent on the Company''s ability to bring in new project as detailed in the note and resuming normal operations.

2. We are unable to express an opinion with regard to the extent of recoverability/ readability of the Non- moving inventory of Raw Materials of Rs. 13,568/-as referred in (Note no. 12) in view of the cessation of manufacturing activity.

3. Disclosure requirement under Micro Small & Medium Enterprises Development Act have not been complied with.(Note 6)

4. Unpaid share application money has not been transferred to Investor Education and Protection fund (Note 20.5).

5. Employee benefits have not been calculated on Actuarial Valuation Basis as per AS 15 (Refer note 20.10)

Opinion

In our opinion and to the best of our information and according to the explanations given to us and subject to the fact of accounts being drawn on a going concern basis (para 1 above) and other matters (para 2 to 5 above) stated in basis of qualification, 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 Statement of Profit and Loss, of the Profit for the year ended on that date; and

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

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

2. As required under provisions of section 227(3) of the Companies Act 1956, we report that:

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with thaAccounting Standards referred to in subsection (3C) of section 211 ofthe Act;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT Referred to in Paragraph 3 of our Report of even date

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

(b) Company has not carried out physical verification of assets during the year under audit.

(c) Company has disposed off substantial Plant & Machinery. We are of the opinion that the disposal has affected the going concern status of the Company.

2. (a) Company has not physically verified the inventory during the year under audit

(b) As the physical verification is not being carried out other sub-clauses are not applicable

3. (a) As per the information and explanation given to us, the Company has granted unsecured loans to one company covered under section 301 the Companies Act 1956. Total amount given during the year aggregated to Rs. 8,00,000 in additional to loans granted during the previous year. The maximum outstanding aggregated to Rs. 5,22,01,816 and outstanding as at year end aggregated to Rs. 4,54,57,300.

(b) In our opinion, the rate of interest on which loan have been given to parties listed in register maintained under Section 301 of the Companies Act, 1956 are prejudicial to the interest of the Company.

(c) The loan given are repayable on demand and thus the clause with respect to regularity of repayment of principle is not applicable. As regard interest, the repayment of the same is regular.

(d) As the loans are repayable on demand, the clause with respect to steps taken for recovery of principle is not applicable.

(e) The Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the Register maintained under s e ction 301 of the Companies Act, 1956. Accordingly clause 3(f) and 3(g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, the clause is not applicable as company is not in operation and there were no transaction of purchase of inventory and fixed asset.

5. Based on the Audit procedures performed and according to the information and explanations given to us the transactions covered by Section 301 are being recorded in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the public within the provisions of section 58A and 58AA of the Companies Act, 1956 or any relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 1975.

7. The company does not have any formal internal audit system.

8. The clause related to review of cost record is not applicable as the clauses of Section 209 (1) (d) of the Company Act are not applicable to the company in view of discontinuation of production activity,

9. (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, excise duty, custom duty and other material dues with appropriate authorities, as applicable to the Company

(b) The undisputed amount payable and outstanding for more than Six month is with respect to Investor Education and Protection Fund of Rs. 89,895 which is outstanding for more than six months as at 31st March 2013.

(c) The details of dues which are not deposited on account of dispute are detailed *elow:

- Central Sales Tax Demand contested under appeal Rs. 1,46,202 (Previous Year Rs. 1,46,202),

- Property taxes of Pendhar Grampanchayat of Rs.862574 demanded by Grampanchayat vide demand notice no. 177dt. 18-2-2006for the period up to 31-3-2006 against which company has filed special suit in the court of Civil Judge Senior division Panvel.

10. Company''s accumulated losses at the end of financial year do not exceed 50% of its Net worth. Company has not incurred cash loss during the year under audit as well in the immediately preceding financial year.

11. According to the records, Company has not obtained loan from any financial institution and banks thus the clause is not applicable.

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

13. The Company is not a chit fund or nidhi /mutual benefit fund/society.

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

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 bank or financial institutions.

16 The Company has not availed credit facilities from the Banks; hence clause 16 is not applicable.

17. Company has not raised any funds from bank or other institutions thus clause 17 is not applicable.

18. During the year under Audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the Company has not issued any debentures; therefore the creation of charges does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. To the best of our knowledge and belief and as represented to us by the management and on the basis of our examination, during the year no fraud on or by the company has been noticed or reported by/to us during the course of our audit.

For SINGHI & CO.

Chartered Accountants Firm Registration No. 302049E

S. Chandrasekhar J

Place : Mumbai Partner

Dated : 28th June 2013 Membership No. 007592

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Universal Prime Aluminium Limited as at 31st March 2012 and Statement of Profit & Loss and also the Cash Flow Statement for the year ended on that date. 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 check 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as 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 purposes of our audit;

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

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

d) The attached Balance Sheet and Statement of Profit & Loss and Cash Flow Statement of Company dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

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

f) As reported in earlier years, the Company had discontinued manufacture of alluminium collapsible tubes due to the advent of plastic laminated tubes. During the year under review the Company has disposed off substantial portion of its plant and machinery and due to reason stated in Note no. 20 1 the Accounts have been prepared on 'going concern' basis.

g) We are unable to express an opinion with regard to the extent of recoverability/realisability of the Non-moving inventory of Stores and Spares aggregating to 13,477/- and Raw Materials of 13,568/-.

h) Attention is invited to :

- Note below Schedule 5 with respect to disclosure requirement under Micro Small & Medium Enterprises Development Act;

- Note no 26.6 related to non-transfer of unpaid share application money to Investor Education and Protection fund; and

- Note no. 20.11 related to non-compliance with Accounting Standard 15 - Employee Benefit.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraphs 4 (f) related to account being prepared on 'going concern' basis, 4 (h) related to realisablity of inventory non-compliance with disclosure requirement under MSME Act, non-transfer of share application money and non-compliance Accounting Standard 15, having consequential impact (presently not ascertainable) on the profit for the year, Reserves and Surplus and Assets of the Company give a true and 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 case of the Statement of Profit & Loss Account, of the Profit for the year ended on that date and

iii) in the case of the Cash Flow statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 3 of our Report of even date

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

b) Company has not carried out physical verification of assets during the year under audit.

(c) During the year company has disposed off substantial Plant & Machinery. We are of the opinion that the disposal has affected the going concern status of the Company.

2. a) Company has not physically verified the inventory during the year under audit

b) As the physical verification is not being carried out other sub-clauses are not applicable.

3. (a) As per the information and explanation given to us, the Company has granted unsecured loans to one company covered under section 301 the Companies Act 1956. Total amount given during the year aggregated to 63,00,000 in additional to loans granted during the previous year. The maximum outstanding and outstanding as at year end aggregated to 5,22,01,816.

(b) In our opinion, the rate of interest on which loans have been given to parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prejudicial to the interest of the Company.

(c) The party to whom loan is granted was regular in the payment of interest. No payment has been made towards Principal.

(d) As explained to us, the Company has taken reasonable steps for the recovery of principal amount and interest.

(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 Companies Act, 1956. Accordingly clause 3(f) and 3(g) of the order are not applicable.

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

5. Based on the Audit procedures performed and according to the information and explanations given to us the transactions covered by Section 301 are being recorded in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

6 The company has not accepted any deposits from the public within the provisions of section 58A and 58AA of the Companies Act, 1956 or any relevant provisions of the Act and the Companies (Acceptance of Deposit Rules 1975 apply).

7. The company does not have any formal internal audit system. However, as explained to us, effective internal control is generally being exercised departmentally.

8. According to the information given to us the central government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products manufactured by the company.

9. (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, excise duty, custom duty and other material dues with appropriate authorities, as applicable to the Company.

(b) The undisputed amount payable and outstanding for more than Six month is with respect to Investor Education and Protection Fund of 89,895 which is outstanding for more than six months as at 31st March, 2012.

(c) The details of dues which are not deposited on account of dispute are detailed below :

- Central Sales Tax Demand contested under appeal 1,46,202 (Previous Year 1,46,202)

- Other disputed claims - Telephone Exp. dues at Hyderabad 140000 (Previous Year 140000)

- Property taxes of Pendhar Grampanchayat of 862574 demanded by Grampanchayat vide demand notice no. 177 dt. 18-2-2006 for the period up to 31-3-2006 against which company has filed special suit in the court of Civil Judge Senior division Panvel.

10. Company's accumulated losses at the end of financial year do not exceed 50% of its Net worth. Company has not incurred cash losses during the year under audit as well in the immediately preceding financial year.

11. According to the records of the Company, and based on information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

13. The Company is not a chit fund or nidhi / mutual benefit fund / society.

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

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 bank or financial institutions.

16. The company has not availed credit facilities from the Banks, hence clause 16 is not applicable.

17. Company has not raised any funds from bank or other institutions thus caluse 17 is not applicable.

18. During the year under Audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the Company has not issued any debentures; therefore the creation of charges does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. To the best of our knowledge and belief and as represented to us by the management and on the basis of our examination, during the year no fraud on or by the company has been noticed or reported by/to us during the course of our audit.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

S.Chandrasekhar

Place : Mumbai Partner

Dated : 22nd August 2012 Membership No. 7592

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Universal Prime Aluminium Limited as at 31 st March 2011, Profit & Loss Account and also the Cash Flow Statement for the year ended on that date. 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 check 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as 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) The Company has discontinued manufacturing of Aluminium Collapsible Tubes and Oval Tin Containers at Taloja factory. Fixed Assets of the Gross Block Value of Rs. 2,28,87,471/- and Net Block Value of Rs. 41,47,628/- as at 31st March 2011, in our opinion, should have been stated at their net realisable value and the loss, if any, as may arise should have been provided for, in view of discontinued activities as mentioned above (Refer Note No. 2 in Schedule '14' )

b) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for purposes of our audit except for information mentioned at paragraph 4 (i) below;

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

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

e) Subject to what is stated in paragraph 4 (a) above, in our opinion, the attached Balance Sheet and Profit & Loss Account and Cash Flow Statement of Company dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

f) On the basis of written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors are 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;

g) We are unable to express an opinion with regard to the extent of recoverability/ realisability of the following:

i) Long overdue / Legally disputed debtors of Rs. 39,22,530/- and loans and advances (including deposits) of Rs. 5,78,099/-;

ii) Non-moving inventory of Stores and Spares aggregating to Rs. 53,911/- and Raw Materials of Rs. 10,29,268/- (including Rs. 10,29,268/- lying with third party against whom a legal case has been filed for recovery lying for over 9 years.).

No provision for the losses, if any, has been made for the above as explained in Notes No. 5, and 7 (a) & (b) in Schedule 14).

In respect of Non-moving inventory, 25% provision (25% of Rs. 71,882/-) is been made.

h) The Company is in the process of obtaining / compiling information regarding dues / over dues to suppliers falling under the category of small scale and /or ancillary industries (Refer Note No. 10 in Schedule '14')

i) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No.2 of Schedule 14 regarding preparation of accounts on the basis of 'going concern" and what is stated in paragraphs 4 (a) and 4 (g) above, having consequential impact (presently not ascertainable) on the Loss for the year, Reserves and Surplus and Assets of the Company read together with Note No. 4 (b) of Schedule 14 regarding balances of certain Sundry Debtors, Creditors and Advances being subject to confirmations /reconciliation, if any, Note No.9 of Schedule 14regarding non-transfer of unpaid share application money aggregating to Rs. 89,895/- to Investor Education and Protection Fund and non compliance of Accounting Standard 15 as mentioned in note no. 16 of Schedule 14 give a true and 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 2011 ;

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

iii) in the case of the Cash Flow statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT Referred to in Paragraph 3 of our Report of even date

1. 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 have been physically verified by the management during the year in a phased periodical manner, which is our opinion is reasonable, having regard to the size and nature of its assets. As informed to us, no discrepancies have been noticed on such physical verification as compared to the book records.

(c) According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the Company.

During the year, there are disposals of Fixed Assets of Gross Block Value of Rs. 1,10,92,274/- as at 31st March 2011.

2. a) The Inventories have been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

b) In our opinion, the procedures for physical verification of the above-referred inventory, except stocks lying with third parties as referred to in Paragraph 2(a) above, followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of Inventory. No discrepancies have been noticed on physical verification of stocks as compared to records maintained by the Company.

3. (a) As per the information and explanations given to us, the Company has granted unsecured loans to a Company covered under section 301 of the Companies Act 1956. The maximum balance outstanding at any time during the year for such loan were Rs. 4,99,03,871/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(c) The party to whom loan is granted was regular in the payment of interest. No payment has been made towards Principal.

(d) As explained to us, the Company has taken reasonable steps for the recovery of principal amount and interest.

(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 Companies Act, 1956. Accordingly clause 3(0 and 3(g) of the order are not applicable.'

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

5. Based on the Audit procedures performed and according to the information and explanations given to us there are no transactions that need to be entered into the Register maintained in pursuance of section 301 of the Companies Act, 1956. Accordingly, sub clause (b) is not applicable.

6 The company has not accepted any deposits from the public within the provisions of section 58A and 58AA of the Companies Act, 1956 or any relevant provisions of the Act and the Companies (Acceptance of Deposit Rules 1975 apply).

7. The company does not have any formal internal audit system. However, as explained to us, effective internal control is generally being exercised departmentally.

8. According to the information given to us the central government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products manufactured by the company.

9. (a) The company had been generally regular in depositing undisputed statutory dues, applicable to it with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable, except following :

Investor Education and Protection Fund of Rs. 89,895 /-.

(b) According to the records of the company and on the basis of information provided to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and Cess, which have not been deposited on account of any dispute execpt Central Sales Tax amounting to Rs. 1,10,202/- (Rs. 1,46,202/- less Adv. Deposited Rs. 36,000/-) for which appeal has been filed with the respective authorities.

10. Company's accumulated losses at the end of financial year do not exceed 50% of its Net worth. However, it has incurred cash losses during the year as well as in the immediately preceding financial year.

11. According to the records of the Company, and based on information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

13. The Company is not a chit fund or nidhi / mutual benefit fund / society.

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

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 bank or financial institutions.

16. The company has not availed credit facilities from the Banks, hence clause 16 is not applicable.

17. Company has not raised any funds from bank or other institutions thus caluse 17 is not applicable.

18. During the year under Audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the Company has not issued any debentures; therefore the creation of charges does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. To the best of our knowledge and belief and as represented to us by the management and on the basis of our examination, during the year no fraud on or by the company has been noticed or reported by/to us during the course of our audit.

For SINGHI & CO. Chartered Accountants Firm Registration No. 302049E

S. Chandrasekhar Partner Membership No. 7592

Place : Mumbai Dated : 8th July 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Universal Prime Aluminium Limited as at 31 st March 2010, Profit & Loss Account and also the Cash Flow Statement for the year ended on that date. 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 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 check 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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose as 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) The Company has discontinued manufacturing of Aluminium Collapsible Tubes and Oval Tin Containers at Taloja factory. Fixed Assets of the Gross Block Value ofRs. 3,39,07,853/- and Net Block Value of Rs.44,96,778/- as at 31st March 2010, in our opinion, should have been stated at their net realisable value and the loss, if any, as may arise should have been provided for, in view of discontinued activities as mentioned above (Refer Note No. 2 in Schedule 14)

b) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for purposes of our audit except for information mentioned at paragraph 4 (i) below;

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

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

e) Subject to what is stated in paragraph 4 (a) above, in our opinion, the* attached Balance Sheet and Profit & Loss Account and Cash Flow Statement of Company dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

f) On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 st 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;

g) We are unable to express an opinion with regard to the extent of recoverability/ realisability of the following:

i) Long overdue /Legally disputed debtors of Rs 39,22,530/- and loans and advances (including deposits) of Rs. 6,32,634/-;

ii) Non-moving inventory of Stores and Spares aggregating to Rs. 71,882/- and Raw Materials of Rs. 10,29,268/- (including Rs. 10,29,268/- lying with third party against whom a legal case has been filed for recovery lying for over 9 years.).

No provision for the losses, if any, has been made for the above as explained in Notes No. 5, and 7 (a) & (b) in Schedule 14).

In respect of Non-moving inventory, 25% provision (25% of Rs. 95,843/-) is been made.

h) The Company is in the process of obtaining / compiling information regarding dues / over dues to suppliers falling under the category of small scale and /or ancillary industries (Refer Note No. 10 in Schedule 14)

i) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No. 2 of Schedule 14 regarding preparation of accounts on the basis of going concern" and what is stated in paragraphs 4 (a) and 4 (g) above, having consequential impact (presently not ascertainable) on the Loss for the year, Reserves and Surplus and Assets of the Company read together with Note No. 4 (b) of Schedule 14 regarding balances of certain Sundry Debtors, Creditors and Advances being subject to confirmations /reconciliation, if any, Note No.9 of Schedule 14 regarding non-transfer of unpaid share application money aggregating to Rs. 89,895/- to Investor Education and Protection Fund and non compliance of Accounting Standard 15 as mentioned in note no. 16 of Schedule 14 give a true and 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 31 st March 2010;

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

iii) in the case of the Cash Flow statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 3 of our Report of even date

1. 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 have been physically verified by the management during the year in a phased periodical manner, which is our opinion is reasonable, having regard to the size and nature of its assets. As informed to us, no discrepancies have been noticed on such physical verification as compared to the book records.

(c) According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the Company.

During the year, there are disposals of Fixed Assets of Gross Block Value of Rs. 73,84,277/- as at 31st March 2010.

2. a) The Inventories have been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

b) In our opinion, the procedures for physical verification of the above-referred inventory, except stocks lying with third parties as referred to in Paragraph 2(a) above, followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of Inventory. No discrepancies have been noticed on physical verification of stocks as compared to records maintained by the Company.

3. (a) As per the information and explanations given to us, the Company has granted Unsecured loans to

a Company covered under section 301 of the Companies Act 1956. The maximum balance outstanding at any time during the year for such loan were Rs. 4,91,37,771/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(c) The party to whom loan is granted was regular in the payment of interest. No payment has been made towards Principal.

(d) As explained to us, the Company has taken reasonable steps for the recovery of principal amount and interest.

(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 Companies Act, 1956. Accordingly clause 3(f) and 3(g) of the order are not applicable.

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

5. Based on the Audit procedures performed and according to the information and explanations given to us there are no transactions that need to be entered into the Register maintained in pursuance of section 301 of the Companies Act, 1956. Accordingly, sub clause (b) is not applicable.

6 The company has not accepted any deposits from the public within the provisions of section 58A and 58AA of the Companies Act, 1956 or any relevant provisions of the Act and the Companies (Acceptance of Deposit Rules 1975 apply).

7. The company does not have any formal internal audit system. However, as explained to us, effective internal control is generally being exercised departmentally.

8. According to the information given to us the central government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products manufactured by the company.

9. (a) The company had been generally regular in depositing undisputed statutory dues, applicable to it with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable, except following :

Investor Education and Protection Fund of Rs. 89,895 /-.

(b) According to the records of the company and on the basis of information provided to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and Cess, which have not been deposited on account of any dispute execpt Central Sales Tax amounting to Rs. 1,10,202/- (Rs. 1,46,202/- less Adv. Deposited Rs. 36,000/-) for which appeal has been filed with the respective authorities.

10. Companys accumulated losses at the end of financial year do not exceed 50% of its Net worth. However, it has incurred cash losses during the year as well as in the immediately preceding financial year.

11. According to the records of the Company, and based on information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

13. The Company is not a chit fund or nidhi / mutual benefit fund / society.

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

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 bank or financial institutions.

16. The company has not availed credit facilities from the Banks, hence clause 16 is not applicable.

17. On the basis of overall examination of the Cash flow statement, the funds raised on short-term basis have not been used for the long-term investment or vice versa.

18. During the year under Audit, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the Company has not issued any debentures; therefore the creation of charges does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. To the best of our knowledge and belief and as represented to us by the management and on the basis of our examination, during the year no fraud on or by the company has been noticed or reported by/to us during the course of our audit.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

S. Chandrasekhar

Place : Mumbai Partner

Dated ; 8th July 2010 Membership No. 7592