1.  We have audited the attached Balance Sheet of Ess Dee Aluminium
 Limited as at March 31, 2011 and also the relative Profit and Loss
 Account and Cash Flow Statement for the financial year ended on that
 date both of 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 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 misstatements. 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 the management as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  We report as follows:-
 
 i) As required by the Companies (Auditor''s Report) Order 2003 and as
 amended by Companies (Auditors'' Report) (Amendment) Order, 2004
 (together the Order) issued by the Central Government of India in
 terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 ii) 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.
 
 iii) In our opinion, proper books of account as required by the law
 have been kept by the Company, so far as appears from our examination
 of those books and proper returns adequate for the purpose of our audit
 have been received from the branches not visited by us.
 
 iv) The Balance Sheet and Profit and Loss Account dealt with in this
 report are in agreement with the books of account.
 
 v) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet and Profit and Loss
 Account read with notes thereon comply with the Accounting Standards
 referred to in Section 211(3C) of the Companies Act, 1956.
 
 vi) On the basis of the written representations received from the
 Directors as on March 31, 2011, which have been taken on record by the
 Board of Directors, we report that none of the Directors are
 disqualified as on March 31,2011 from being appointed as a Director in
 terms of Section 274(l)(g)ofthe Companies Act, 1956.
 
 vii) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read with
 the notes thereon give the information required by the Companies Act,
 1956 in the manner so required and give true and fair view.
 
 - in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2011.
 
 - in the case of the Profit and Loss Account, of the profit for the
 year ended on that date.
 
 - in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to Auditors'' Report
 Annexure referred to in paragraph 3.i of the Auditors'' Report to the
 members of Ess Dee Aluminium Limited.
 
 i (a) The Company has maintained unit wise fixed assets registers and /
 or compiled item wise list showing particulars of all its fixed assets.
 The aggregate value shown by these records agrees with the gross value
 of fixed assets as per the books of account of the Company.
 
 (b) Based on the information and explanations furnished to us, the
 Company has physically verified fixed assets during the year as per the
 cycle of verification and no material discrepancies were noticed.
 
 (c) During the year, Company has not disposed of any substantial /major
 part of fixed assets.
 
 ii (a) As explained to us, the inventory has been physically verified
 during the year by the management. In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of inventory
 followed by the management is 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 and on the basis of our examination of the records of
 inventory, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to the book records were not material and have been properly dealt with
 in the books of account.
 
 iii (a) According to the information and explanations given to us, the
 Company has neither granted any loans or taken from parties listed in
 the Register maintained under Section 301 of the Companies Act,
 1956.Accordingly, sub-clauses (b), (c), (d) (e), (f) & (g) of clause
 (iii) of Para 4 of the Order are not applicable.
 
 iv In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for
 purchase of inventory and fixed assets and for sale of goods.  Further
 on the basis of our examination and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any instance of major weakness in the aforesaid internal
 control procedures.
 
 v (a) In our opinion, to the best of our knowledge and belief and
 according to the information and explanations given to us, we are of
 the opinion that the transactions that needed to be entered into the
 register maintained under Section 301 have been so entered.
 
 (b) In our opinion, and to the best of our knowledge and belief and
 according to the information and explanations given to us, the
 contracts and arrangements were entered into at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 vi During the year, the Company has not accepted any deposits from the
 public. Accordingly paragraph 4 (vi) of the order is not applicable.
 
 vii The Company has an Internal Audit System commensurate with the size
 and nature of its business.
 
 viii We have broadly reviewed the books of account maintained by the
 Company relating to the manufacture of Aluminium Foils pursuant to the
 rules made by the Central Government for the maintenance of cost
 records under Section 209(l)(d) of the Companies Act, 1956 and are of
 the opinion that prima facie the prescribed accounts and records have
 been maintained. We have not, however, made a detailed examination of
 the records with a view to determining whether they are accurate or
 complete. To the best of our knowledge and according to information and
 explanation given to us the central Government has not prescribed
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act 1956 for any other products of the company.
 
 ix (a) According to the records of the Company and information and
 explanations given to us, the Company has been generally regular in
 depositing undisputed statutory dues including Provident Fund,
 Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service
 tax, Customs Duty, Excise Duty and cess with the appropriate
 authorities, though there have been delays in few cases. There are no
 undisputed statutory dues outstanding as of March 31, 2011 for a period
 of more than six months except payment of advance tax of Rs. 1,312.20
 Lacs for the yea r. However, the following are not paid \ -
 
 1) Other dues of Deferred Sales Tax, aggregating Rs.810.59 lacs, as set
 out below, which is outstanding as at the endoftheyear:-
 
 Period to which the amount relates           Due Date     Amt Rs. Lacs
 
 Quarter ended 30.09.96                       31.10.05       12.98
 
 Quarter ended 31.12.96                       31.01.06       25.62
 
 Quarter ended 30.03.97                       30.04.06       31.45
 
 Quarter ended 30.06.97                       31.07.06       29.76
 
 Quarter ended 30.09.97                       31.10.06       42.45
 
 Quarter ended 30.12.97                       31.01.07       51.39
 
 Quarter ended 30.03.98                       30.04.07       51.58
 
 Quarter ended 30.06.98                       31.07.07       33.74
 
 Quarter ended 30.09.98                       31.10.07       48.82
 
 Quarter ended 30.12.98                       31.01.08       41.61
 
 Quarter ended 30.03.99                       30.04.08       53.02
 
 Quarter ended 30.06.99                       31.07.08       65.44
 
 Quarter ended 30.09.99                       31.10.08       79.66
 
 Quarter ended 31.12.99                       31.01.09       89.31
 
 Quarter ended 30.03.00                       30.04.09       84.82
 
 Quarter ended 30.06.00                       31.07.09       68.94
 
 Quarter ended 30.09.00                       31.10.09       67.52
 
 Quarter ended 31.12.00                       31.01.10       71.84
 
 Quarter ended 31.03.01                       30.04.10       71.55
 
 Quarter ended 30.06.01                       31.07.10       76.21
 
 Note: Interest due on above Rs.275.90 lacs
 
 (2) As at the year-end according to the records of the Company and
 information and explanations given to us, there are no disputed dues on
 account of income tax, sales tax, customs duty, excise duty, cess,
 wealth tax, service tax which have not been deposited with respective
 authorities except as under.
 
 Statute         Amount       Financial year    Forum where dispute is
               (Rs. In Lacs)  to which the      pending
                              Amount pertains
 
 Income Tax     225.56        2005-06           Asst Commissioner of
                                                IT for order giving 
                                                Effect on CIT order
 
 Income Tax     624.48        2006-07           Asst Commissioner of
                                                IT for order giving 
                                                effect on CIT order
 
 Income Tax   1,780.09        2007-08           Asst Commissioner of
                                                IT for order giving 
                                                Effect on CIT order
 
                                            Period to
 
                               Amount       which the     Forum where
                                                          the
 Name of the   Nature          (Rs.         amount of     disputes are
 Statute       of dues         in lacs)     relates       pending
 
                                            1982-         Revision Board
                                            1984,1986-    (Tribunal)
                                            1988,1993-94  
 West Bengal                                to 1999-2001
 Sales Tax                     1740.60      & 2003-04 
 Act/ West                                                 Additional
 Bengal Value                                              Commissioner 
                                                           of
 Added Tax                                  2001-02 to     Commercial 
                                                           Taxes
 Act/ Central 
 Sales Tax                      444.32      2002-03        (Revision)
 
               Sales Tax
                Act                                         Deputy
 
                                            2004-05 to      Commissioner
 
                                153.74      2005-06         (Appeals)
 
                               2338.66
 
 Central       Excise                                       Commissioner
                                                             of Central 
 Excise Act    Duty             864.63     1986 to 2003       Excise
 
 x The company has neither accumulated losses at the end of the
 financial year nor incurred cash losses during the year and in the
 immediately preceding financial year.
 
 xi The Company has not defaulted in repayment of dues to banks.
 
 xii According to the information and explanations, the Company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 xiii According to the information and explanations, the Company is not
 a chit fund / nidhi /mutual benefit fund / society. Hence, the
 provisions of any special statute as specified under clause (xiii) of
 Paragraph 4 of the Order are not applicable to the Company.
 
 xiv According to the information and explanations, the Company is not a
 dealer or trader in securities.
 
 xv According to the information and explanations given to us, the
 Company has given guarantee for bank loans taken by its subsidiary Flex
 Art Foil Private Limited on such terms and conditions which are prima
 facie not prejudicial to the interest of the company.
 
 xvi To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed by the
 Company were, prima facie, applied by the Company for the purposes for
 which the loans were obtained.
 
 xvii According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, funds
 raised on short term basis have, prima facie, not been used for long
 term investment.
 
 xviii The Company has not made any preferential allotment of shares to
 parties/companies covered in the register maintained u/s 301 of the
 Companies Act 1956.
 
 xix The Company has created securities and registered the charge in
 respect of non convertible debenture issued during the year.
 
 xx The Company has not raised any money by Public Issues during the
 year.
 
 xxi Based on information and explanations furnished by the management,
 which have been relied upon by us, there were no frauds on or by the
 Company noticed or reported during the year.
 
 For M.P.Chitale&Co.  
 Chartered Accountants
 Firm Regn No. 101851W
 
 Ashutosh Pednekar
 Partner
 
 ICAI M. No. 041037
 
 Mumbai
 
 May 27, 2011