Auditor Report of B&A Packaging India Ltd.

Mar 31, 2025

B & A Packaging India Limited

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of B & A PACKAGING INDIA LTD (“the Company”), which comprise the balance sheet as at 31st March 2025, and the statement of profit and loss, (including other comprehensive income), the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules framed thereunder, and we have fulfilled our other ethical responsibilities in accordance with the aforesaid requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matters to be communicated in our report.

Revenue recognition

The accuracy of recognition, measurement, disclosure and presentation of revenues accrued or deemed to have accrued during the year in accordance with the principles laid down in Ind AS 115.

Principal Audit procedures

The principal audit procedures performed by us comprise of:

(a) obtaining an understanding of the Company’s internal procedures to identify the stage at which the risk and reward in the goods are transferred to the Company’s customers and significant control over the goods ceases to remain with the Company;

(b) assessing the extent and quality of controls embedded in those procedures, and

(c) testing a representative sample of transactions to ensure that revenue has not been recognised until the risk and reward in the goods and significant control over these have passed from the Company to its customers.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in

the Directors’ Report and annexures thereto, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the aforesaid other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If in doing so, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS’s specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

^• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

^• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure A to this report a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid financial statements comply with the Ind ASs specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B to this Report. Our report expresses an unmodified opinion on the adequacy and operating

Place: Kolkata,

Date: 23^rd May 2025

effectiveness of the Company’s internal financial control over financial reporting.

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

(i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements.

(ii) The Company does not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

(iii) An amount of Rs 2.26 lakhs which was required to be transferred to the Investor Education and Protection Fund has been duly transferred by the Company during the year under audit.

(iv) The management has represented that, no funds have been advanced or loaned or invested (either from borrowed funds or any other sources) by the company to any other person(s)or in entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(v) The management has represented that, no funds have been received by company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vi) Based on our audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) and (v) contain any material mis-statement.

(vii) The final dividend proposed in the previous year, declared and paid by the company during the year is in accordance with section 123 of the Act, as applicable

(viii) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For SBA Associates

Chartered Accountants (Firm Regn. No. : 308136E)

Tapan Kumar Das

Partner

(Membership No.: 050661) UDIN: 25050661BMOYIQ1398

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Mar 31, 2024

B & A Packaging India Limited

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of B & A PACKAGING INDIA LTD (“the Company”), which comprise the balance sheet as at 31st March 2024, and the statement of profit and loss, (including other comprehensive income), the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules framed thereunder, and we have fulfilled our other ethical responsibilities in accordance with the aforesaid requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matters to be communicated in our report.

Revenue recognition

The accuracy of recognition, measurement, disclosure and presentation of revenues accrued or deemed to have accrued during the year in accordance with the principles laid down in Ind AS 115.

Principal Audit procedures

The principal audit procedures performed by us comprise of:

(a) obtaining an understanding of the Company''s internal procedures to identify the stage at which the risk and reward in the goods are transferred to the Company''s customers and significant control over the goods ceases to remain with the Company;

(b) assessing the extent and quality of controls embedded in those procedures, and

(c) testing a representative sample of transactions to ensure that revenue has not been recognised until the risk and reward in the goods and significant control over these have passed from the Company to its customers.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other

information comprises the information included in the Directors'' Report and annexures thereto, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the aforesaid other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If in doing so, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

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

In preparing the financial statements, management is responsible for assessing the Company''s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate

internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure A to this report a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid financial statements comply with the Ind ASs specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in Annexure B to this Report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting.

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

(i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements.

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

(iii) An amount of Rs.2,09,079/-was transferred to the Investor Education and Protection Fund by the Company during the year under audit.

(iv) The management has represented that, no funds have been advanced or loaned or invested (either from borrowed funds or any other sources) by the company to any other person(s) or in entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Place : Kolkata,

Date : 24th May 2024

(v) The management has represented that, no funds have been received by company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vi) Based on our audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) and (v) contain any material mis-statement.

(vii) The final dividend proposed in the previous year, declared and paid by the company during the year is in accordance with section 123 of the Act, as applicable.

(viii) The accounting software used by the Company for maintaining its books of account has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, which included test checks, we did not come across any instance of audit trail feature being tampered with and have observed that the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Ghosal, Basu & Ray

Chartered Accountants (Firm Regn. No. : 315080E) Tapan Kumar Das Partner

(Membership No. : 050661) UDIN : 24050661BKCSBQ9900

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Mar 31, 2014

We have audited the accompanying financial statements of B & A PACKAGING INDIA LIMITED ("the Company"), which comprises the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss and the 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

We believe that the audit evidences 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 profit for the year ended on that date ; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ;

(e) On the basis of written representations received from the directors as on 31st March, 2014, and 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 terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT To The members of B & A PACKAGING INDIA LIMITED Refer our report of even date

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

ii) During the year the fixed assets were physically verified by the management.

iii) No part of the fixed assets of the Company was disposed off during the year.

2. i) During the year, inventories were physically verified by the management at reasonable intervals.

ii) In our opinion, the procedure of physical verification of inventories followed by the management is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. During the year the Company has repaid existing interest free loans to a Private Limited Company and a Director and also taken unsecured loan from its holding company. In our opinion the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company and the repayments were not due during the year under audit.

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 for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not come across any instance of major weakness in the internal controls.

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

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

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

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

9. i) According to the records of Company, undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities. ii) According to the information and explanations given to us, the following are the particulars of disputed dues on account of sales tax and employees'' state insurance matters which have not been deposited by the Company

Name of the Nature of dues Amount Relevant Forum where Statute (Rs.) Period dispute is pending

Central Sales Sales 27,54,267 1998-1999 Sales Tax Tribunal Tax Act Tax Cuttack

Central Sales Sales 7,83,904 2002-2003 Sales Tax Tribunal Tax Act Tax Cuttack

Central Sales Sales 7,72,449 2003-2004 Sales Tax Tribunal Tax Act Tax Cuttack

Central Sales Sales 28,46,586 2006-2007 Commissioner of Tax Act Tax & Sales Tax (Appeal), Cuttack 2007-2008

Central Sales Sales 17,47,350 2008-2009 Commissioner of Tax Act Tax & Sales Tax (Appeal), Cuttack 2009-2010

Central Sales Sales 1,25,70,219 2010-2011 Commissioner of Tax Act Tax to Sales Tax (Appeal), Cuttack 2012-2013

Orissa Value VAT 1,38,204 2006-2007 Commissioner of Added Tax Act & Sales Tax (Appeal), Cuttack 2007-2008

Employees'' State E.S.I 61,398 2002-2003 Employees'' Insurance Insurance Act Court, Kolkata

Income Tax Act TDS 4,38,27,820 2008-2009 Commissionerof Income Tax (Appeals), Bhubaneswar

Income Tax Act Income 35,534 2009-2010 Commissioner of Tax Income Tax (Appeals), Bhubaneswar

10) The Company has no accumulated loss as on 31st March, 2014. Further, the Company has not incurred cash loss during the year ended 31st March, 2014 or in the immediately preceding financial year ended 31st March 2013.

11) According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

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

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or other investments.

15) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

16) The term loan obtained by the Company during the year from its banker has been utilised for the purpose for which the said loan was received.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis were used for long term investment.

18) The Company has not made any preferential allotment of shares during the period.

19) The Company has not issued any debentures during the period.

20) The Company has not raised any money by way of public issue during the period.

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company was reported during the period.

For APS ASSOCIATES CHARTERED ACCOUNTANTS

(Registration No. 306015E) A. Dutta

Place : Kolkata Partner

Dated : 23rd May, 2014 Membership No. 017693

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of B & A PACKAGING INDIA LIMITED as at 31st March, 2013, the Statement of Profit & Loss for the year ended on that date and also the Cash Flow Statement for the said year annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

iii) 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.

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

v) On the basis of written representations received from all the Directors as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) in our opinion and to the best of our information and according to the explanations given to us, the accounts read with Notes annexed thereto, give the information required by the Companies Act, 1956, in the manner so required and also 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, 2013 ;

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

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

ANNEXURE TO AUDITORS'' REPORT

To

The members of B & A PACKAGING INDIA LIMITED

Refer Paragraph 3 of our report of even date

1. i) The Company has maintained proper records showing full particulars including quantitative

details and situation of its fixed assets.

ii) During the year the fixed assets were physically verified by the management. iii) No part of the fixed assets of the Company was disposed off during the year.

2. i) During the year, inventories were physically verified by the management at reasonable

intervals.

ii) In our opinion, the procedure of physical verification of inventories followed by the management is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the Company has interest free loans taken during earlier years, from a Private Limited Company and a Director, who are covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company and the repayments were not due during the year under audit.

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 for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not come across any instance of major weakness in the internal controls.

5. a) According to the information and explanations given to us, we are of the opinion that the

transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prime facie, the prescribed acounts and records have been made and maintained. We have however, not made a detailed examination of these records with a view to determine whether they are accurage or complete.

9. i) According to the records of Company, undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities.

ii) According to the information and explanations given to us, the following are the particulars of disputed dues on account of sales tax and employees'' state insurance matters which have not been deposited by the Company :-

Name of the Nature of dues Amount Relevant Forum where Statute (Rs.) Period dispute is pending

Central Sales Sales 27,54,267 1998-1999 Sales Tax, Tribunal Tax Act. Tax Cuttack

Central Sales Sales 7,83,904 2002-2003 Sales Tax, Tribunal Tax Act Tax Cuttack

Central Sales Sales 7,72,449 2003-2004 Sales Tax, Tribunal Tax Act. Tax Cuttack

Central Sales Sales 22,72,291 2005-2006 Sales Tax, Tribunal Tax Act. Tax Cuttack

Central Sales Sales 28,46,586 2006-2007 Commissioner of Tax Act. Tax & Sales Tax (Appeal), Cuttack 2007-2008

Central Sales Sales 17,47,350 2008-2009 Commissioner of Tax Act. Tax & Sales Tax (Appeal), Cuttack 2009-2010

Orissa Value VAT 1,38,204 2006-2007 Commissioner of Added Tax Act & Sales Tax(Appeal), Cuttack 2007-2008

Employees'' State E.S.I 61,398 2002-2003 Employees'' Insurance Insurance Act Court, Kolkata



10) The Company has no accumulated loss as on 31st March, 2013. Further, the Company has not incurred cash loss during the year ended 31st March, 2013 or in the immediately preceding financial year ended 31st March 2012.

11) According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

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

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or other investments.

15) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

16) The term loan obtained by the Company during the year from its banker has been utilised for the purpose for which the said loan was received.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis were used for long term investment.

18) The Company has not made any preferential allotment of shares during the period.

19) The Company has not issued any debentures during the period.

20) The Company has not raised any money by way of public issue during the period.

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company was reported during the period.

For APS ASSOCIATES

Chartered Accountants

(Registration No. 306015E)

A. Dutta

Place : Kolkata Partner

Dated : 28th May, 2013 Membership No. 17693

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of B & A PACKAGING INDIA LIMITED as at 31st March, 2012, the Statement of Profit & Loss for the year ended on that date and also the Cash Flow Statement for the said year annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

iii) 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.

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

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

vi) in our opinion and to the best of our information and according to the explanations given to us, the accounts read with Notes annexed thereto, give the information required by the Companies Act, 1956, in the manner so required and also 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, 2012 ;

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

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

ANNEXURE TO AUDITORS' REPORT

Refer Paragraph 3 of our report of even date

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

ii) During the year the fixed assets were physically verified by the management.

iii) No part of the fixed assets of the Company was disposed off during the year.

2. i) During the year, inventories were physically verified by the management at reasonable intervals.

ii) In our opinion, the procedure of physical verification of inventories followed by the management is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the Company has taken interest free loans from a Private Limited Company and a Director, who are covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company and the repayments were not due during the year under audit.

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 for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not come across any instance of major weakness in the internal controls.

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

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

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for manufacture of paper sacks and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained.

9. i) According to the records of Company, undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities.

ii) According to the information and explanations given to us, the following are the particulars of disputed dues on account of sales tax and employees' state insurance matters which have not been deposited by the Company :-

Name of the Nature of dues Amount Relevant Forum where Statute (Rs.) Period dispute is pending

Central Sales Sales 64,515 1995-1996 Asst. Commiss ioner of Tax Act. Tax Sales Tax, (Appeal) Balasore Range

Central Sales Sales 27,54,267 1998-1999 Sales Tax, Tribunal Tax Act. Tax Cuttack

Central Sales Sales 7,83,904 2002-2003 Sales Tax, Tribunal Tax Act Tax Cuttack

Central Sales Sales 7,72,449 2003-2004 Sales Tax, Tribunal Tax Act. Tax Cuttack

Central Sales Sales 22,72,291 2005-2006 Commissioner Tax Act Tax of Sales Tax, Cuttack

Central Sales Sales 28,46,586 2006-2007 Commissioner of Tax Act. Tax & Sales Tax, Cuttack 2007-2008

Central Sales Sales 17,47,350 2008-2009 Commissioner of Tax Act. Tax & Sales Tax, Cuttack 2009-2010

Orissa Value VAT 1,38,204 2006-2007 Commissioner of Added Tax Act & Sales Tax, Cuttack 2007-2008

Employees' State E.S.I 61,398 2002-2003 Employees' Insurance Insurance Act Court, Kolkata

10) The Company has no accumulated loss as on 31st March, 2012. Further, the Company has not incurred cash loss during the year ended 31st March, 2012 or in the immediately preceding financial year ended 31st December 2011.

11) According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

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

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or other investments.

15) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

16) The term loan obtained by the Company during the year from its banker is being utilised for the purpose for which the said loan was received.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis were used for long term investment.

18) The Company has not made any preferential allotment of shares during the period.

19) The Company has not issued any debentures during the period.

20) The Company has not raised any money by way of public issue during the period.

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company was reported during the period.

For APS ASSOCIATES

Chartered Accountants

(Registration No. 306015E)

A. Dutta

Place : Kolkata Partner

Dated : 23rd May, 2012 Membership No. 17693

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of B & A PACKAGING INDIA LIMITED as at 31st March,2011, the Profit and Loss Account for the fifteen months period ended on that date and also the Cash Flow Statement for the said period annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with Notes and Schedules annexed thereto, give the information required by the Companies Act, 1956, in the manner so required and also 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, 2011;

b) In the case of the Profit and Loss Account, of the Profit of the Company for the fifteen months period ended on that date;

and

c) In the case of the Cash Flow Statement, of the cash flow of the Company for the fifteen months period ended on that date.

ANNEXURE TO AUDITORS' REPORT To The members of B & A PACKAGING INDIA LIMITED (Formerly B&A Multiwall Packaging Limited) Refer Paragraph 3 of our report of even date

1) i) The Company has maintained proper records showing full particulars, including quantitative

details and situation of its fixed assets.

ii) During the period the fixed assets were physically verified by the Management.

iii) No substantial part of the fixed assets of the Company were disposed off during the period.

2) i) During the period, the inventories were physically verified by the management at reasonable intervals.

ii) In our opinion, the procedure of physical verification of inventories followed by the management is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the Company has taken interest free loans from a Private Limited Company and a Director, who are covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company and the repayments were not due during the period under audit.

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 for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not come across any instance of major weakness in the internal controls.

5) a) According to the information and explanations given to us, we are of the opinion that the

transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

6) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

8) According to the information given to us, the Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products of the Company.

9) i) According to the records of Company, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities.

ii) According to the information and explanations given to us, the following are the particulars of disputed dues on account of sales tax and employees' state insurance matters which have not been deposited by the Company :

Name of the Nature of Amount Relevant Forum where Statute dues (Rs.) Period dispute is pending

Central Sales Sales Tax 64,515 1995 -1996 Dy. Commissioner of Tax Act. Sales Tax (Appeal), Balasore Range

Central Sales Sales Tax 27,54,267 1998 -1999 Sales Tax, Tribunal Tax Act. Cuttack

Central Sales Sales Tax 5,50,397 2000 -2003 Sales Tax, Tribunal Tax Act. Cuttack

Central Sales Sales Tax 7,72,449 2003 -2004 Sales Tax, Tribunal Tax Act. Cuttack

Central Sales Sales Tax 22,72,291 2005 -2006 Additional Commissio Tax Act. ner of Sales Tax, (Central Zone) Cuttack

Central Sales Sales Tax 28,46,586 2006 -2007 Commissioner of Tax Act. & Sales Tax, 2007 -2008 Cuttack

Orissa Value VAT 1,38,204 2006-2007 Commissioner of & Added Tax Act. 2007-2008 Sales Tax, Cuttack



Employees' State E.S.I. 61,398 2002-2003 Employees' Insurance Insurance Act. Court, Kolkata

10) The Company has no accumulated loss as on 31st March, 2011. Further, the Company has not incurred cash loss during the period ended 31st March, 2011 or in the immediately preceding financial year ended 31st December 2009.

11) According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

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

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or other investments.

15) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

16) The Company has obtained a fresh term loan from its banker during the period and has utilised the same for the purpose for which the said loan was received.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis were used for long term investment.

18) The Company has not made any preferential allotment of shares during the period.

19) The Company has not issued any debentures during the period.

20) The Company has not raised any money by way of public issue during the period.

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company was reported during the period.

For APS ASSOCIATES Chartered Accountants (Registration No. 306015E)

A. Dutta Partner Membership No. 17693

Place : Kolkata Dated : the 21st May, 2011

---

Dec 31, 2009

1) We have audited the attached Balance Sheet of B & A MULTIWALL PACKAGING LIMITED as at 31st December, 2009, the Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the said year annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with 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 statement. 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 in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

v) On the basis of written representations received from all the Directors as on 31 st December, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st December, 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st December, 2009;

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

and

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

ANNEXURE TO AUDITORS REPORT

To

The members of B & A MULTIWALL PACKAGING LIMITED

Refer Paragraph 3 of our report of even date

1) i) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of its fixed asset.

ii) During the year the fixed assets were physically verified by the Management.

iii) No substantial part of the fixed assets of the Company were disposed off during the year.

2) i) During the year, the inventories were physically verified by the management at reasonabl intervals.

ii) In our opinion, the procedure of physical verification of inventories followed by the management is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has neither granted nor taken any loan, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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

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

6) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

8) According to the information given to us, the Central Government has not prescribed for maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

9) i) According to the records of Company, undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities.

ii) According to the information and explanations given to us, the following are the particulars of disputed dues on account of sales tax and employees State Insurance matters which have not been deposited by the Company:

Name of the Nature of dues Amount Relevant Forum where Statute (Rs.) Period dispute is pending

Central Sales Sales Tax 64,515 1995-1996 Asst.Commissioner of Tax Act. Sales Tax,Balasore

Central Sales Sales Tax 27,54,267 1998-1999 Commissioner of Tax Tax Act Sales Tax,Cuttack

Central Sales Sales Tax 7,83,904 2002-2003 Commissioner of Tax Tax Act _Sales Tax,Cuttack

Central Sales Sales Tax 7,72,449 2003-2004 Commissioner of Tax Act. Sales Tax,Cuttack

Central Sales Sales Tax 3,61,452 2004-2005 Asst.Commissioner of Tax Act. Sales Tax,Balasore

Central Sales Sales Tax 22,72,291 2005-2006 Commissioner of Tax Act. Sales Tax, Cuttack

Central Sales Sales Tax 28,46,586 2006-2007 Commissioner of Tax Act. & Sales Tax, Cuttack 2007-2008

Name of the Nature of dues Amount Relevant Forum where Statute (Rs.) Period dispute is pending

Orissa Value VAT 1,38,204 2006-2007 Commissioner of Added Tax Act. & Sales Tax, Cuttack 2007-2008

EmployeesState E.S.I. 61,398 2002-2003 Employees Insurance Insurance Act. Court, Kolkata

10) The Companys accumulated losses as on 31 st December, 2009 are not more than 50% of its net worth and the Company has not incurred cash loss during the year ended 31st December, 2009 or in the immediately preceding financial year ended 31st December 2008.

11) According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

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

13) In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or other investments.

15) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16) The Company has not obtained any term loan 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 report that no fund raised on short term basis were used for long term investment.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures during the year.

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

21) In our opinion and according to the information and explanations given to us no fraud on or by the Company was reported during the year.



For APS ASSOCIATES Chartered Accountants A.Dutta Partner Place : Kolkata Membership No. 17693 Dated : 28th January, 2010