Auditor Report of Texplast Industries Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of Texplast Industries Limited ("the Company"), which comprises the balance sheet as at 31st March 2013, the statement of profit and loss of the Company for year then ended, the cash flow statement of the Company 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 statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013;

(i) in the case of the statement of profit and loss account, of the profit for the year ended on that date; and

(ii) 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"), as amended, 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 subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, 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.

ANNEXURE TO THE AUDITORS'' REPORT

(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF TEXPLAST INDUSTRIES LIMITED FOR THE YEAR ENDED 31st MARCH, 2013)

i) a The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b The fixed assets have been physically verified by the management during the year. In our opinion, this frequency of verification of fixed assets by the management, as informed to us, is at reasonable interval having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification. c During the year, the Company has not disposed off a substantial part of its fixed assets. ii) a Inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable. b In our opinion & according to information & explanation given to us, the procedures of physical verification of the inventory followed by the management are reasonable and adequate in relation to thesizeof Companyand nature of its business. c In our opinion & according to information & explanation given to us, The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. iii) a According to information & explanation given to us, the Company has not granted any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, provision of clauses 4 (iii) (b) (c) (d) are not applicable to the Company.

e The Company has taken unsecured loan from one party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 366.09/-lacs and year end balance of loan taken from such party was Rs.317.79/-lacs. f In our opinion and according to information & explanation given to us, loan is interest free & other terms and conditions on which loans have been taken from''are not, prime facie prejudicial to the interest of the Companyand g The Company is regular in repaying the principal amount asstipulated.

iv) In our opinion, and according to the information and explanations given to us, there is adequate

internal control system commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

v) a In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements, referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section. b In our opinion and according to the information and explanation 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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act, and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provision of clause 4 (vi)ofthe Order are not applicable.

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

iii) We have broadly reviewed the cost records maintained by the company pursuant to the companies

(Cost Accounting Records) Rules, 2011 prescribed by the central government under section 209(l)(d) of the companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

ix) a According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

b According to the information and explanation given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess.were in arrears, as at 31s< March, 2013 for a period of more than six months from the date they became payable.

x) The Company doesn''t have accumulated losses at the end of the accounting period and earned cash profit during the year covered by our audit and 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 dues to a financial institution or bank.

xii) Based on the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is neither a chit fund nor a nidhi/mutual benefit fund/society. Accordingly, the provision of clause 4 (xiii) of the Order are not applicable to the Company.

xiv) The Company is not directly dealing in or trading in shares & securities during the year. The Company has made arrangement with the investor to deal in shares. The Company has obtained the proper records of transaction and contracts and entry in respect of share of profit in shares has been entered timely.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an examination of the Balance Sheet of the Company, we report that, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year 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) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provision of clause 4 (xix) of the Order are not applicable.

xx) The Company has not raised any money by a public issue during the year. Accordingly, the provision of clause 4 (xx) of the Order are not applicable.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R. Soni & Company

Chartered Accountants

Firm''s Registration No. -

Rajesh Soni

Partner

Place : Mumbai Membership No. 133240

Date : 30th May, 2013

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Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. T h o s e 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 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we enclose in the Annexure, a Statement on the matter specified in paragraphs 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 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 purpose of our audit;

(ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit & 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 accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from 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 term 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 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 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 flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF TEXPLAST INDUSTRIES LIMITED FOR THE YEAR ENDED 31ST MARCH, 2012)

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

b The fixed assets have been physically verified by the management during the year. In our opinion, this frequency of verification of fixed assets by the management, as informed to us, is at reasonable interval having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c During the year, the Company has not disposed off a substantial part of its fixed assets.

ii) a Inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c In our opinion & according to information & explanation given to us, The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) a According to information & explanation given to us, the Company has not grante any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, provision of clauses 4 (iii) (b) (c) (d) are not applicable to the Company.

b The Company has taken unsecured loan from one party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 366.09/- lacs and year end balance of loan taken from such party was Rs.366.09/-lacs. '

c In our opinion and according to information & explanation given to us, loan is interest free & other terms and conditions on which loans have been taken from are not, prime facie, prejudicial to the interest of the Company and

d The Company is regular in repaying the principal amount as stipulated.

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

v) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements, referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b In our opinion and according to the information and explanation 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 have been made at prices which are reasonable having regard to prevailing market prices atthe relevanttime. .

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act, and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provision of clause 4 (vi)ofthe Order are not applicable.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the central government under section 209(l)(d) of the companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintain.

ix) a Undisputed Statutory Dues including Employees' Provident Fund, Employees' State Insurance (ESIC), Value added tax, Central sales tax, Tax Deducted at Source, Income tax, Service tax, and Profession Tax have been regularly deposited with the appropriate authorities, however, there have been some delays in depositing such dues. According to the information and explanations given to us, there were no undisputed statutory dues which have remained outstanding as at 31st March, 2012 for the period of more than six months from the date they became payable.

b There are no disputed dues on account of income tax, wealth tax, service tax and other statutory dues, have not been paid by the Company.

x) The Company doesn't have accumulated losses at the end of the accounting period and earned cash profit during the year covered by our audit and immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not generally defaulted in repayment of dues to a financial institution or bank and there is no overdue at the year end.

xii) Based on the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is neither a chit fund nor a nidhi/mutual benefit fund/society. Accordingly, the provision of clause 4 (xiii) of the Order are not applicable to the Company.

xiv) The Company is not directly dealing in or trading in shares & securities during the year. The Company has made arrangement with the investor to deal in shares. The Company has obtained the proper records of transaction and contracts and entry in respect of share of profit in shares has been entered timely.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an examination of the Balance Sheet of the Company, we report that, on an overall basis, funds raised on short- term basis have, prima facie, not been used during the year for long-term investment.

xviii) The Company has re-issued the forfeited shares to the Promoter's of the Company covered in register maintained under section 301 of the Companies' Act, 1956. According to information and explanation given to us, which is not prejudicial to the interest of the Company.

xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provision of clause 4 (xix) of the Order are not applicable.

xx) The Company has not raised any money by a public issue during the year. Accordingly, the provision of clause 4 (xx) of the Orderare not applicable.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Anand Jain & Associates

Chartered Accountdnts

Firm Registration NO.105666W

(Anand Raj Jain )

Partner

Membership No.42051

Place: Mumbai

Date : 31st, August,2012

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Mar 31, 2011

1. We have audited the attached Balance sheet of TEXPLAST INDUSTRIES LIMITED as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement for year ended on that date both 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 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we enclose in the Annexure, a Statement on the matter specified in paragraphs4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 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 purpose of our audit;

(ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit & 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 accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in term 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 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 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 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.

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

b The fixed assets have been physically verified by the management during the year. In our opinion, this frequency of verification of fixed assets by the management, as informed to us, is at reasonable interval having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c During the year, the Company has not disposed off a substantial part of its fixed assets.

ii) a Inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c In our opinion & according to information & explanation given to us, The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) a According to information & explanation given to us, the Company has not granted any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, provision of clauses 4 (iii) (b) (c) (d) are not applicable to the Company.

e The Company has taken unsecured loan from three party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 207.59 lacs and yearend balance of loan taken from such party was Rs. 133.97 lacs/-.

f In our opinion and according to information & explanation given to us, loan is interest free & other terms and conditions on which loans have been taken from are not, prime facie prejudicial to the interest of the Company and

g The Company is regular in repaying the principal amount as stipulated.

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

v) a In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements, referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b In our opinion and according to the information and explanation 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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act, and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provision of clause 4 (vi) of the Order are not applicable.

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

viii) As information given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) a Undisputed Statutory Dues including Employees' Provident Fund, Employees' State Insurance (ESIC), Value added tax, Central sales tax. Tax Deducted at Source, Income tax. Service tax, and Profession Tax have been regularly deposited with the appropriate authorities, however, there have been some delays in depositing such dues. According to the information and explanations given to us, there were no undisputed statutory dues which have remained outstanding as at 31st March, 2011 for the period of more than six months from the date they became payable.

b There are no disputed dues on account of income tax, wealth tax, service tax and other statutory dues, have not been paid by the Company.

x) The Company doesn't have accumulated losses at the end of the accounting period and earned cash profit during the year covered by our audit and 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 dues to a financial institution or bank.

xii) Based on the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is neither a chit fund nor a nidhi/mutual benefit fund/society. Accordingly, the provision of clause 4 (xiii) of the Order are not applicable to the Company.

xiv) The Company is dealing in or trading in shares & securities. The Company has maintained proper records of the transaction and contracts and timely entries have been made therein. Shares & Security held by the Company in its own name.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an examination of the Balance Sheet of the Company, we report that, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

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

xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provision of clause 4 (xix) of the Order are not applicable.

xx) The Company has not raised any money by a public issue during the year. Accordingly, the provision of clause 4 (xx) of the Order are not applicable.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for Anand Jain & Associates

(formerly known as Lukad & Jain)

Chartered Accountants

Firm Registration NO.105666W

Anand Raj Jain Partner

Membership No.42051

Place: Mumbai

Date : 05th September, 2011

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Mar 31, 2010

We have audited the attached Balance sheet of M/S TEXPLAST INDUSTRIES LIMITED as at 31s March, 2010, the Profit and Loss Account and the Cash Flow Statement for year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we give in the Annexure, a Statement on the matter specified in paragraphs 4 & 5 of the said order.

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 purpose of our audit;

(ii) In our opinion, the company has kept proper books of accounts as required by law so far as appears from our examination of those books.

(iii) The Balance Sheet and Profit & Loss Account 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 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 the directors, as on 31st March, 210, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31* March, 2010 from being appointed as a director in term 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 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 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, 2010;

(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 flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure on the Auditors Report of even date to the members of Texplast Industries Limited on the financial statements for the year ended 31 st March, 2010

Based to the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of audit, we report that:

i) a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years.

In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c The Company has not disposed off a substantial part of its fixed assets so as to affect its going concern status.

ii) a The inventory has been physically verified by the management during the year.

In our opinion, the frequency of verification is reasonable. b The procedures of physical verification of the inventory followed by the management are reasonable and adequate in relation to the size of Company and nature of its business.

c The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) a As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Therefore, requirements of clauses (ii-b).(ii-c) & (ii-d) paragraph 4 of the order are not applicable.

b As informed to us, the Company has taken interest free unsecured loan from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956.There are three parties involved and maximum outstanding loan was Rs.1,27,85,070/- and year end balance is Rs.70.58,570/-..

c In our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prime facie .prejudicial to the interest of the company and

d Payment of principal amount is also regular.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v) During the year, the Company fun taken the services in pursuance of contracts or arrangement are entered in the registers maintained under section 301 of the Company Act, 1956 (1 of 1956). The contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices for such services.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act, and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provision of clause 4

(vi) of the Order are not applicable.

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

viii)As information given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) a According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including, Sales Tax, Income Tax, Custom Duty, Excise Duty cess and material statutory dues wherever applicable with the appropriate authorities. b According to the information and explanation given to us, the disputed statutory dues (provided / considered as contingent liability, as appropriate) on account of Electricity Charges, that have not been deposited on account of matters pending before appropriate authorities are as follows:

Name Of Nature of Amount Period to Forum where dispute Statute Dues Approx.(Rs. which the is pending in Lacs) amount relates

MSEB Bitting rate 09.14 1997-98 Chief Eng. MSEB,

MSEB difference 03.31 2001-02 Bhandup

x) The Company has accumulated losses not being more than 50% of the net worth at the end of the accounting period and earned cash profit during the year covered by our audit and immediately preceding financial year.

xi) The Company has not defaulted in repayment of dues to any financial institution or bank.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4

(xii) of the Order are not applicable.

xiii) The Company is neither a chit fund nor a nidhi/mutual benefit fund/society. Accordingly, the provision of clause 4

(xiii) of the Order are not applicable.

xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4

(xiv) of the Order are not applicable.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4

(xv) of the Order are not applicable.

xvi) The term loan taken by the Company have been applied for the purpose for which they were raised.

xvii) Based on overall examination of the balance sheet and cash flow statement of the company, we report that no funds raised on short-term basis 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 Companies Act, 1956.

xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provision of clause 4

(xix) of the Order are not applicable.

xx) The Company has not raised any money by a public issue during the year.

Accordingly, the provision of clause 4 (xx) of the Order are not applicable.

xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Lukad & Jain

Firm Registration No.l05666W Chartered Accountants

Anand Raj Jain Partner Membership No.42051

Place: Mumbai Date : 24th July, 2010