Auditor Report of Glory Films Ltd.

Mar 31, 2012

1. We audited the attached Balance Sheet of GLORY POLYFILMS LIMITED as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 the 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 in paragraph 3 above, we report that:

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

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

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

(d) 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 except for AS-15 in respect of employees benefits, 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 of Company, as on March 31, 2012 and taken on record by the Board of Directors of the Company, none of Directors is disqualified as on March 31, 2012 from being appointed as the director in term of clause (g) of sub-section (1) of section 274(1) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us except given in note no. (v)

(b), (vi) and (xi) in annexure on matters specified in paragraphs 4 and 5 of companies (Auditor's Report) 0rder,2003, the said accounts give the information required by the Companies Act, 1956, in the manner so required subject to non provision of doubtful advances ofRs. 38 Lacs as in opinion of the management the efforts of recovery is in progress and give a true and fair view in conformity with the accounting principals generally accepted in India:

(i) In the case of the balance sheet, of the state of affairs of the company as at 31st March, 2012;

(ii) In the case of the Profit and Loss Account, of the 'Loss' for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the members of GLORY POLYFILMS LIMITED on the financial statements for the year ended March 31, 2012 We report the following:

(i) In respect of its fixed assets:

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

(b) The fixed assets are physically verified by the management, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to above verification no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the Company.

(ii) In respect of its inventory:

(a) As explained to us, inventories were physically verified by the management at the end of the year.

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

(c) In our opinion and according to the information and explanations given to us, Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted loans to 2 parties covered in the register maintained u/s 301 under Companies Act, 1956 and maximum amount involved during the year was Rs. 306.51 Lacs and year end balance of loan granted to such parties was Rs. Nil.

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) The Company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue more than Rs. 1.00 Lac from such parties.

(e) The Company has taken unsecured loans from 3 party covered in the register maintained u/s 301 under Companies Act, 1956 and maximum amount involved during the year was Rs. 176.36 Lacs and year end balance of loan taken from such parties was Rs. Nil.

(f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weaknesses has been noticed in the internal controls.

(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 register in pursuance of section 301, of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us the transactions of purchases of goods and materials and sale of goods, material and services, made in pursuance of contracts and arrangements entered in register maintained under Section 301 of the Companies Act 1956, and exceeding the value of rupees five lakhs in respect of one party during the year have been made on credit basis, at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has accepted deposit falling within the purview of sections 58 A and 58 AA and the compliances for the same is pending.

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

(viii) As informed to us, 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.

(ix) (a) According to the information and explanations given to us, in our opinion, the undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable have generally been regularly deposited by the company during the year with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues, except TDS deducted but not paid Rs. 46.19 Lacs as mentioned above as at 31st March, 2012 for the period of more the six months from the date they became payable.

(b) According to the records of the Company and the information and explanations given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2012 but has incurred cash losses of Rs. 2,53.08 Lacs during the financial year ended on that date and has not incurred cash loss in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has made delayed payment of Installments of Term Loan taken from State Bank of India and Indian Overseas Bank during the year and the Installment for the month of January, February and March and February and March respectively are still outstanding.

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause

(xiii) of the order are not applicable to the company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) The Company has given a corporate guarantee of Rs. 760 lacs to a bank for loans taken by a company in which directors relatives are interested. According to the information and explanations given to us, the term and conditions, whereof, are not prejudicial to the interest of the company.

(xvi) In our opinion, and according to the information and explanations given to us, no new term loan have been disbursed during the year.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

(xix) As the company has no debentures outstanding at any time during the year, Clause 4 (19) of the order is not applicable to the company.

(xx) During the Year company has not raised any fund through public issue.

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

For Mittal & Associates

Firm Reg. No-106456W Chartered Accountants

M. Mehta

Partner M.No. 42990

Place: Mumbai

Date: May 30, 2012

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Mar 31, 2010

1. We audited the attached Balance Sheet of GLORY POLYFILMS LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and Significant estimates made by management, as well as evaluating the overall financial statements 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 the Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) 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 (except for AS-15 in respect of employees benefits), 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 of Company, as on March 31, 2010 and taken on record by the Board of Directors of the Company, none of Directors is disqualifed as on March 31, 2010 from being appointed as the director in term of clause (g) of sub-section (1) of section 274(1) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us except given in note no. (vi) in annexure on matters specifed in paragraphs 4 and 5 of companies (Auditors Report) Order,2003, the said accounts 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 principals 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 the Profit and Loss Account, of the Profit for the year ended on that date; and

(iii) In the case of Cash Flow statement, of the cash fows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of the Auditors Report of even date to the members of GLORY POLYFILMS LIMITED on the financial statements for the year ended March 31, 2010

We report the following:

(i) In respect of its fixed assets:

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

(b) The fixed assets are physically verifed by the management, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to above verifcation no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the Company. (ii) In respect of its inventory:

(a) As explained to us, inventories were physically verifed by the management at the end of the year.

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

(c) In our opinion and according to the information and explanations given to us, Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

(iii) (a) The Company has granted loans to 3 parties covered in the register maintained u/s 301 under Companies Act, 1956 and maximum amount involved during the year was Rs. 576.18 Lacs and year end balance of loan granted to such parties was Rs. Nil.

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) The Company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue more than Rs. 1.00 Lac from such parties.

(e) The Company has taken unsecured loans from 1 party covered in the register maintained u/s 301 under Companies Act, 1956 and maximum amount involved during the year was Rs. 5.25 Lacs and year end balance of loan taken from such parties was Rs. 0.06 Lac

(f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weaknesses has been noticed in the internal controls.

(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 register in pursuance of section 301, of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us the transactions of purchases of goods and materials and sale of goods, material and services, made in pursuance of contracts and arrangements entered in register maintained under Section 301 of the Companies Act 1956, and exceeding the value of rupees fve lakhs in respect of one party during the year have been made on credit basis, at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has accepted deposit falling within the purview of sections 58 A and 58 AA without issuing statement in lieu of advertisement.

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

(viii) As informed to us, 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.

(ix) (a) According to the information and explanations given to us, in our opinion, the undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable have generally been regularly deposited by the company during the year with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as mentioned above as at 31st March, 2010 for the period of more the six months from the date they became payable.

(b) According to the records of the Company and the information and explanations given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2010 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of its dues to a financial institution and bank, during the year.

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

(xiii) The provisions of any special statute as specifed under clause (xiii) of the order are not applicable to the company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) The Company has given a corporate guarantee of Rs. 760 lacs to a bank for loans taken by a company in which directors relatives are interested. According to the information and explanations given to us, the term and conditions, whereof, are not prejudicial to the interest of the company.

(xvi) In our opinion, and according to the information and explanations given to us, on all overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

(xix) As the company has no debentures outstanding at any time during the year, Clause 4 (19) of the order is not applicable to the company.

(xx) We have verifed the end use of money raised by public issue as disclosed in the notes to the financial statements.

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

For Mittal & Associates

Firm Reg. No-106456W

Chartered Accountants

M. Mehta

Partner M.No. 42990 Place : Mumbai Date : May 29, 2010