Auditor Report of Vinyoflex Ltd.

Mar 31, 2015

We have audited the accompanying financial statement of Vinyoflex Limited (the Company) which comprise the Balance sheet as at 31 st March, 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.

Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 erros. In making those risk assessments, the auditor considers internal financial control relevant of the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in th circumstances, but not for the purpose expressing an opinion on whether the Company has in place an adequate internal financial control system over the financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies use and the reasonableness of the accounting estimates made by management of the company's directors as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, a fore said 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 31st March, 2015

(b) in the case of the Statement of Profit and Loss, of the Company as 31 st March, 2015.

(c) in the case of the Cash flow Statement, of the cash flows of the Company for the year ended on the date. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (the order) issued by the Central Government of India in terms of sub-section (ii) 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 obtained all the information and explanations which to the bet 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 aforesaid financial statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

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

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

1. There does not have any pending litigations which would impact its financial position.

2. The Company did not have any long term contracts including derivative contracts for which there were any material / foreseeable lossers.

3. There were no amounts, which were required to be transferred to the investor Education and Protections Fund by the Company.

Annexure referred to in our independent Auditors Report to the members of the Company on the on financial statements for the year ended 31st March 2015, we report that:

1. i) The Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets on the basis of available information.

ii) As explained to us, all the fixed assets have been physically verified by the management as per the policy of conducting the verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its assets. No Material discrepancies were noticed on such verification.

2 i) Physical verification of inventories has been conducted at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

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

iii)The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3 The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 189 of the Companies Act. 2013, Accordingly, the paragraphs (iii) (a) & (b) of the order are not applicable

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

5 in our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013, According to the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of deposit accepted by the Company.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the company as prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7 a) According to the information and explanation given to us and on the basis of our examination of the records of the Company, amount deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of custom, value added tax, cess and other materials statutory dues have been regularly deposited during the year by the Company with the appropriate authority, As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanation given to us, no undisputed amount payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of custom, value added tax, cess and other material statutory due were in arrears as at 31 March 2015 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax which have not been deposited on account of any dispute of the branch as on 31 st March 2015..

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

8 The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. Based on our audit procedure and on the information and explanations given by to us, we are of opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

10. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by other from banks of financial institutions during the year.

11 According to the information and explanations given to us, the Company has not raised any Term Loans during the year.

12 According to information and explanations given to us no material fraud on or by the Company has been noticed or reported during the Course of our audit.

Sd/-

For Gadhia Karachiwala & Co.

Date 30-5-2015 Chartered Accountants

(Registration No. 102887W)

Place: Rajkot sd/-

(C.V. Gadhia)

Partner

M. No. 11504

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Mar 31, 2014

We have audited the accompanying financial statement of Vinyoflex Limited (the Company) which comprise the Balance sheet as at 31st March, 2014, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Resposibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Comanies 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 and accordance with the accounting principal generally accepted in India. This responsibility includes the desing, 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 frand 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 Accounatants 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 erros. In making those risk assessments, the auditor considers internal control relevant of the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in th circumstances, but not for the purpose of expressing and opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies use 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 evidenace we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the Company as 31st March, 2014.

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the ministry of Corporation Affairs in respect of Section 133 of the Companies Act, 2013.:

(c) On the basis of the written representation received from the directors as on 31st March, 2014 taken on record by the Board of directors, none of the directors is disqualified as on 31st March,2014 from being appointed as a director in term of Section 274 (1) (g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on the legal and regulatory requirements'' of our report of even date to the Members of VINYOFLEX LIMITED on the accounts for the year ended 31 st March, 2014 On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

1. In respect of fixed assets :

i) The Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets on the basis of available information.

ii) As explained to us, all the fixed assets have been physically verified by the management as per the policy of conducting the verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its assets. No Material discrepancies were noticed on such verification.

iii) During the year Company has not disposed off any substantial/major part of fixed assets, during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

i) Physical verification of inventories has been conducted at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

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

iii) The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect ofthe loans, secured or undsecured, granted or taken by the company to/from companies, firms or ther parties covered in the register maintained under section 301 of the companies Act, 1956

i) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 301 of the Companies Act, 1956.

The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and amount involved in the transactions is as follow

Number of Parties Amount of loans taken Amount of loans involved Rs. Lacs (Balance as at 31.03.2014)

1 Rs. 172.00 lac Rs. 172.00 lac

ii) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of unsecured loans taken by tne Company, are not, prima facie, prejudicial to the interest of the Company

iii) In respect of unsecured loans taken by the Company, where stipulations have been made, the repayments of the principal amount and interest have been regular.

iv) In respect of the said unsecured loan and interest thereon, there are no overdue amounts.

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

5 In respect of the contracts or arrangements referred to in Section 301 of the companies Act, 1956.

a) According to information and explanation given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301, of the Companies Act, 1956 have been recorded.

b) In our opinion and According to information and explanation given to us, the transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs. 500000/- in respect of each party during the year have been made at price which appear reasonable as per information available with the Company.

6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits..

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

8 We have broadly reviewed the cost records maintained by the Company pursuant to the companies (cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9 In respect of statutory dues:

According to the recodes of the Company, undisputed statutory dues including Provident Fund, Investor Education and protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities, According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid were outstanding as at March 2014 for a period of more than six months from the date of becoming payable.

10 The Company does not have any accumulated loss as on 31st March, 2014. The Company has not incurred any cash losses during the financial year covered by our audit and in immediately preceding financial year.

11 Based on our audit procedure and on the information and explanations given by the management, we are of opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12 In our opinion and according to the explanation given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 Clause (xiii) of the paragraph 4 of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi/ mutual benefit fund/society.

14 Clause (xiv) of the Order is not applicable as the Company is not dealing or trading in shares, securities, debentures and other investments.

15 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 institution

16 According to information and explanations given to us no fresh term loan has been obtained by the Company during the year.

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-terms basis that have been used for long term investment.

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

19 The Company has no debentures.

20 The Company has not raised any money by way of public issues during the year.

21 Based on the audit procedures performed and according to the information and explanation given and representations made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

Date: 30-5-2014 For Gadhia Karachiwala & Co. (C. V. Gadhia) Chartered Accountants Partner Place : Rajkot (Registration No. 102887W) M. No. 11504

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Mar 31, 2013

We have audited the attached Balance Sheet of VINYOFLEX LIMITED as at 31st March, 2013, the Profit & Loss Account and 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 those statements based on our audit.

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

1.As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the Information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order. 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 and Profit & Loss Account Cash Flow Statement dealt with by this report are in agreement with books of accounts of the Company.

d. In our opinion and to the best of our information the Balance Sheet, Profit & Loss Account and Cash Flow Statement of the Company dealt with by this report have been prepared in Compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956

e. On the basis of written representations received from the directors as on 31 March, 2010 and taken on record by the board of directors, we report that none of the directors of the Company is disqualified as on 31 March, 2010 from being appointed as 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 the explanations given to us, the said accounts read together with Significant Accounting Policies and notes 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 :

(iii) In the case of Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO AUDITORS'' REPORT

Statement referred to in paragraph 3 of the Auditors'' Report of even date to the Members of VINYOFLEX LIMITED on the accounts for the year ended 31 st March, 2013

The comments given herein of elow are based

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

ii) The fixed assets hav e been''physically verified by the management as per the policy of conducting the verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its assets. No Material

iii) Du e in re g the^e es r^pS^^^lffi^''substantial/major part of fixed assets, during the year and the going concern status of

2. i) Ph^a m p v ency c Cton a o an e inv ed ntories has been conducted at reasonable intervals during the year by the management. In our opinion,

ii) In^Sa of ndVaccordinng to information and explanations given to us, procedures of physical verification of inventory ; followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. iii) The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. i) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 301 of the Companies Act, 1956.

Number of Parties Amount of loans taken Amount of loans involved Rs. Lacs (Balance as at 31.03.2013)

1 Rs.122.00lac Rs. 122.00 lac

ii) In our opinion, the rate of interest and other terms and conditions of unsecured loans taken by the Company, are not, prima facie, prejudicial to the interest of the Company

iii) In respect of unsecured l oans taken by the Company, where stipulations have been made, the repayments of the principal amount

iv) B h nd retno ov ave due een outstanding of the unsecured loans taken by the Company or interest thereon as at the date of the 4 In our opirnce n and according to the information and explanations given to us, there are adequate internal control procedures commensurate to be entered into the register maintained under Section e tra n of the Companies Act, der su have been recorded whi the exceeds b) R ccording to info

6 In our o levant time, according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and regard or any other relevant provisions of the Companies Act, he inf and the Companies (Acceptance of Deposits)

7 The Compa the Company in na respect of th m aforesaid depo o Co on, commensurate with the size and the nature of its business.

8 We have broadly reviewed the cost records maintained by the Company pursuant to Order dated 24.01.2012 under sub section (1) of section 233B of the Companies Act, 1956 and are of the opininon that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

9 The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of

10 T he e Company aKy our aSu e beca l me payab n''p''rec March, 2013. The Company has not incurred any cash losses during

12 The Company has not granted any loans and advances on the basis of security in respe oi pledge of shares, debentures and other

13 Clause (xiii) of the Order is not app benefit fund society.

14 Clause (xiv) of the Order is not applicable as the Company is not dealing or trading in shares, securities, debentures and other investments.

15 According to the information and explanations given to us, the Company nas not given any guarantee for loans taken by others from

16 According to information and edlanations given to us no fresh term loan has been obtained by the Company during the year.

17 According to the information an
18 The Company has not made any preferential allotment of shares during the year to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

For Gadhia Karachiwala & Co. Date 30-5-2013 Chartered Accountants Place : RajkOt ( C.V.Gadhia) Partner M. No. 11504

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Mar 31, 2012

We have audited the attached Balance Sheet of VINYOFLEX LIMITED as at 31st March, 2010, the Profit & Loss Account and 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 those statements based on our audit.

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

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the Information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in para 1 above:

a. We have obtained all the information and explanation which to the best of our knowledge and belief where 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 and Profit & Loss Account Cash Flow Statement dealt with by this report are in agreement with books of accounts of the Company.

d. In our opinion and to the best of our information the Balance Sheet, Profit & Loss Account and Cash Flow Statement of the Company dealt with by this report have been prepared in Compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. On the basis of written representations received from the directors as on 31 March, 2010 and taken on record by the board of directors, we report that none of the directors of the Company is disqualified as on 31 March, 2010 from being appointed as 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 the explanations given to us, the said accounts read together with Significant Accounting Policies and notes 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010: (ii) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date: and (iii) In the case of Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Statement referred to in paragraph 3 of the Auditors' Report of even date to the Members of VINYOFLEX LIMITED on the accounts for the year ended 31st March, 2012 The comments given herein below are based on the data compiled by the Company in order to comply with the requirements of the new order from the effective date. On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

ii) The fixed assets have been physically verified by the management as per the policy of conducting the verification. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its business. iii) During the year Company has not disposed off any substantial/major part of fixed assets.

2. i) Physical verification of inventories has been conducted at reasonable intervals during the year by the management.

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

iii) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed en physical verification of inventory as compared to book records were riot material and they have been properly dealt with in the books of account.

3. i) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 301 of the Companies Act, 1956.

The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and amount involved in the transactions is as follow :-

Number of Parties Amount of loans taken Amount of loans involved Rs. Lacs (Balance as at 31.03.2011)

1 Rs. 22.00 lac Rs. 22.00 lac

ii) In our opinion, the rate of interest and other terms and conditions of unsecured loans taken by the Company, are not, prima facie, prejudicial to the interest of the Company

iii) In respect of unsecured loans taken by the Company, where stipulations have been made, the repayments of the principal amount and interest have been regular.

iv) There is no overdue amount outstanding of the unsecured loans taken by the Company or interest thereon as at the date of the Balance Sheet.

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

5 a) According to information and explanation given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301, of the Companies Act, 1956 have been recorded in the register.

b) According to information and explanation given to us, the transactions referred to under sub clause (a) above, which exceeds Rs. 500000/- in each case 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 complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits.

7 The Company has an internal audit system, which in our opinion, commensurate with the size and the nature of its business.

8 Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9 The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date those became payable.

10 The Company does not have any accumulated loss as on 31st March, 2010. The Company has not incurred any cash losses during the financial year covered by our audit and in immediately preceding financial year.

11 Based on our audit procedure and on the information and explanations given by the management, we are of opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the question of maintenance of documents and records in respect thereof does not arise.

13 Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi/mutual benefit fund society.

14 Clause (xiv) of the Order is not applicable as the Company is not dealing or trading in shares, securities, debentures and other investments.

15 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 institution

16 According to information and explanations given to us no fresh term loan has been obtained by the Company during the year.

17 According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows statement of the Company and after placing reliance on reasonable assumptions made by the Company for classification of long term and short term usages of the fund, we report that the Company has not utilised funds raised on short term basis for long term investment.

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

19 The Company has no debentures.

20 The Company has not raised any money by public issues during the year covered by our report.

21 Based on the audit procedures performed and according to the information and explanation given and representations made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.



For Gadhia Karachiwala & Co. Chartered Accountants (Registration No. 102887W)

(C. V. Gadhia) Partner M. No. 11504

Date : 30-05-2012 Place : Rajkot

---

Mar 31, 2010

We have audited the attached Balance Sheet of VINYOFLEX LIMITED as at-31st March, 2010, the Profit & Loss Account and 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 those statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the Information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in para 1 above :

a. We have obtained all the information and explanation which to the best of our knowledge and belief where 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 and Profit & Loss Account Cash Flow Statement dealt with by this report are in agreement with books of accounts of the Company.

d. In our opinion and to the best of our information the Balance Sheet, Profit & Loss Account and Cash Flow Statement of the Company dealt with by this report have been prepared in Compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representations received from the directors as on 31 March, 2010 and taken on record by the board of directors, we report that none of the directors of the Company is disqualified as on 31 March, 2010 from being appointed as 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 the explanations given to us, the said accounts read together with Significant Accounting Policies and notes 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010:

(ii) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date: and

(iii) In the case of Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Statement referred to in paragraph 3 of the Auditors Report of even date to the Members of VINYOFLEX LIMITED on the accounts for the year ended 31st March, 2010

The comments given herein below are based on the data compiled by the Company in order to comply with the requirements of the new order from the effective date. On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

ii) The fixed assets have been physically verified by the management as per the policy of conducting the verification. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its business.

iii) During the year Company has not disposed off any substantial/major part of fixed assets.

2. i) Physical verification of inventories has been conducted at reasonable intervals during the year by the management.

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

iii) The Company is maintaining proper records of inventory. In our opinion, discrepanciesnoticed en physical verification of inventory as compared to book records were riot material and they have been properly dealt with in the books of account.

3. i) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 301 of the Companies Act, 1956.

The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and amount involved in the transactions is as follow :-

Number of Parties Amount of loans taken Amount of loans involved Rs. Lacs (Balance as at 31.03.09)

1 Rs. 30 lac Rs. 30 lac



ii) In our opinion, the rate of interest and other terms and conditions of unsecured loans taken by the Company, are not prima facie, prejudicial to the interest of the Company

iii) In respect of unsecured loans taken by the Company, where stipulations have been made, the repayments of the principal amount and interest have been regular.

iv) There is no overdue amount outstanding of the unsecured loans taken by the Company or interest thereon as at the date of the Balance Sheet.

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

5 a) According to information and explanation given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301, of the Companies Act, 1956 have been recorded in the register.

b) According to information and explanation given to us, the transactions reffered to under sub clause (a) above, which exceeds Rs. 500000/- in each case 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 complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits..

7 The Company has an internal audit system, which in our opinion, commensurate with the size and the nature of its business.

8 Maintenance of cost records has not been prescibed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9 The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date those became payable.

10 The Company does not have any accumulated loss as on 31st March, 2010. The Company has not incurred any cash losses during the financial year covered by our audit and in immediately preceding financial year.

11 Based on our audit procedure and on the information and explanations given by the management, we are of opinion that the Company has not defaulted ir repayment of dues to any financial institution, bank or debenture holders.

12 The Company has not granted any loans and advances on the basis of security by way oi pledge of shares, debentures and other securities and therefore the question of maintenance of documents and records in respect thereof does not arise.

13 Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi/ mutual benefit fund society.

14 Clause (xiv) of the Order is not applicable as the Company is not dealing or trading in shares, securities, debentures and other investments.

15 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 institution

16 According to information and explanations given to us no fresh term loan has been obtained by the Company during the year.

17 According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows statement of the Company and after placing reliance on reasonable assumptions made by the Company for classification of long term and short term usages of the fund, we report that the Company has not utilised funds raised on short term basis for long term investment.

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

19 The Company has no debentures.

20 The Company has not raised any money by public issues during the year covered by our report

21 Based on the audit procedures performed and according to the information and explanation given and representations made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

Date: 29-5-2010 For Gadhia Karachiwala & Co.

Chartered Accountants

(Regtatmion No. 102887W)

Place: Rajkot (C.V. Gadhia)

Partner

M. No. 11504

---

Mar 31, 2009

We have audited the attached Balance sheet of VINYOFLEX LIMITED as at 31st March 2008, the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that data annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an pinion on those statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 277(4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the information and explanations gives to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 &5 of the said order. 1. Further to our comments in the Annexure referred to in para 1 above:

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

b In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

c The Balance Sheet and Profit & Loss Account dealt with by the report are in agreement with books of accounts of the Company.

d In our opinion and to the best of our information the Balance Sheet, Profit & Loss Account and Cash Flow Statement of the Company dealt with by this report have been prepared in compliance with the applicable Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e As per the information and explanation given to us, none of the directors of the Company is disqualified from being appointed as director under clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

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

(1) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008:

(2) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date and:

(3) In the case of Cash Flow Statement, of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Statement referred to in paragraph 3 of the Auditors Report of even date to the Members of VINYOFLEX LIMITED on the accounts for the year ended 31st March, 2009

The comments given herein below are based on the data compiled by the Company in order to comply with the requirements of the new order from the effective date. On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under;

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

(b) The fixed assets have been physically verified by the management as per the policy of conducting the verification. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regards to the size of the Company and nature of its business.

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

(ii) (a) Physical verification of inventories has been conducted at reasonable intervals during the year by the management.

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

(c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of inventory as compared to book records were not material and they have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Sector 301 of the Companies Act, 1956.

The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and amount involved in the transactions is as follow :-

Number of parties Amount of loans given Amount of loans taken involved Rs. Lacs (Balance as at 31.03.09) 1 Rs. 35 lac Rs. 30 lac

(b) In our opinion, the rate of interest and other terms and conditions of unsecured loans taken by the Company, are not, prima facie, prejudicial to the interest of the Company

(c) In respect of unsecured loans taken by the Company, where stipulations have been made, the repayments of the principal amount and interest have been regular.

(d) There is no overdue amount outstanding of the unsecured loans taken by the Company or interest thereon as at the date of the Balance Sheet.

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

(v) (a) According to information and explanation given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301, of the Companies Act,1956 have been recorded in the register, (b) According to information and explanation given to us, the transactions recored to under sub clause (a) above, which exceeds Rs. 500000/- in each case have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits.. (vii) The Company has an internal audit system, which in our opinion, commensurate with the size and the nature of its business. (viii) Maintenance of cost records has not been prescibed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956

(ix) (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date those became payable.

(x) The Company does not have any accumulated loss as on 31st March, 2009. The Company has not incurred any cash losses during the financial year covered by our audit and in immediately preceding financial year.

(xi) Based on our audit procedure and on the information and explanations given by the management, we are of opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the question of/maintenance of documents and records in respect thereof does not arise.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi/ mutual benefit fund society.

(xiv) Clause (xiv) of the Order is not applicable as the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) According to information and explanations given to us no fresh term loan has been obtained by the Company during the year.

Date : 20-6-2009 For Gadhia Karachiwala & Co.

Chartered Accountants Place : RAJKOT C.V. GADHIA

Partner