We have audited the attached Balance Sheet of GUJARAT CONTAINERS
 LIMITED as at 31st March, 2012, the Profit and Loss Account and also
 the Cash Flow Statement of the Company for the year ended on that date,
 annexed thereto, read with the notes 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.
 
 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 from material misstatement. An audit also 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 statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion and we report that:-
 
 I. 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 accounts as required by law have
 been kept by the Company, so far as it appears from our examination of
 the books.
 
 c.  The Balance Sheet, Profit and Loss Account and the Cash Flow
 Statement dealt with by this Report are in agreement with the books of
 account.
 
 d.  In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by Report, comply with the accounting standards referred to in
 Section 211 (3C) of the Companies Act, 1956 except as referred to in
 para (f) below and Notes to accounts.
 
 e.  On the basis of written representation received from the directors,
 as on 31s1 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.
 
 f.  In our opinion and to the best of our information and according to
 the explanations to us the said accounts, read together with
 Significant Accounting Policies and Notes thereon, and in particular
 the following mentioned notes
 
 i) Note No.(J)in other notes on Accounts Regarding non provision of
 gratuity as The liability on this account as on 31st March, 2012 as
 evaluated by the company is Rs.38,49,350/- and liability up to previous
 Year was Rs. 35,96,489/-.
 
 ii) Note No. (K) Regarding provision of Arrears depreciation of Rs.
 52,59,816/- of past years has been provided in current year give the
 information ap required by the Companies Act, 1956, in the manner so
 required and give a true and fair view, in conformity with the
 accounting principles generally accepted in India .
 
 (1) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012.
 
 (2) In the case of Profit and Loss Account, of the PROFIT of the
 Company for the year ended on that date.
 
 (3) In the case of Cash Flow Statement, of the Cash Flows for the year
 ended on that date
 
 II.  As required by the Companies (Auditor''s Report) Order, 2003
 issued by the Central Government of India in terms of Section 227 (4A)
 of the Companies Act, 1956 and on the basis of such checks of and
 records of the as were considered appropriate and as per the
 information and explanations given to us during the course of our
 audit, we further report on the matters specified in Para 4 & 5 of the
 said order as under:-
 
 1.  In respect of its fixed assets:-
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets. Fixed
 assets Register has been maintained in computer.
 
 b) The management has physically verified fixed assets of the Company
 during the year. No material discrepancies were noticed on such
 physical verification.
 
 c) As a substantial part of fixed assets has not been disposed off
 during the year, the question of sale of substantial part of fixed
 assets affecting going concern does not arise.
 
 2.  In respect of its inventories:
 
 a) The inventory of the Company has been physically verified by the
 management at the year end. In our opinion, the frequency of
 verification is reasonable.
 
 b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its inventory
 and there were no material discrepancies noticed on physical
 verification having regard to the size of the operations of the Company
 and the company has made proper entries to write off the unusable,
 defective and Obsolete stocks.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company, to or from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act 1956,
 according to the information and explanations given to us:
 
 a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties listed in the register maintained U/s
 301 of the Companies Act, 1956. However, the company has taken
 unsecured loans from Four Directors amounting to Rs. 2,32,71,630 and
 repaid loan amounting Rs.  2,28,93,551 during current financial year,
 whose outstanding is aggregating to Rs. 2.68.72.818 /- (STATEMENT IN
 LIEU of ADVT.)
 
 b) The rates of Interest and other terms and conditions of the
 unsecured loans from the Directors are not prejudicial to the interests
 of the Company. The repayment of the loans and interest payment
 schedule is not stipulated by the Company, in respect of loans from
 Directors, hence the question of overdue does not arise. However, in
 respect of Unsecured Deposits from Directors, aggregating to Rs. 8.37
 lacs, an interest of Rs. 2.17 lacs is provided and accrued in books, to
 be paid on maturity date as per terms of Deposit.
 
 4.  In our opinion and according to the information and explanation
 given to us there is adequate internal control procedure commensurate
 with the size of the Company and nature of its business for the
 purchase of inventory and fixed assets and for the sale of goods.
 
 5.  In our opinion and according to the explanations given to us the
 Company has entered the transaction that needs to be entered in the
 register maintained U/s 301 of the Companies Act, 1956 and these
 transactions have been made at prices which are reasonable having
 regard to the prevailing market prices at time of the transaction.
 
 6.  The Company has accepted deposits from public within the meaning of
 Section 58A of the Companies Act, 1956 and rules framed there under. In
 our opinion and according to the explanations given to us, the company
 has complied with the directives issued by the Reserve Bank of India
 and the provisions of Section 58A of the Companies Act, 1956 and the
 rules made there under in respect of the Fixed Deposit accepted
 
 7.  The internal audit of the Company has been conducted by company''s
 own staff. In our opinion, the internal audit system is commensurate
 with the size and nature of its business, but the system requires to be
 strengthened.
 
 8.  The Central Government has not prescribed maintenance of cost
 records, under section 209 (1) (d) of the Companies Act, 1956 in
 respect of the industry to which the company belongs. Hence, the
 Company has not maintained such records.
 
 9.  According to the information and explanations given to us in
 respect of statutory dues:
 
 a) The Company has been depositing the undisputed statutory dues
 including provident fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom
 Duty, Excise Duty, Cess and any other statutory dues (which are
 applicable) with the appropriate authorities during the year. However,
 there is no undisputed statutory dues outstanding for a period of more
 than six months as at 31s'' March, 2012 from the date they became
 payable.In case of Investor Education and Protection Fund due, for
 which the company was liable in respect of depositing the Excess Share
 Application money of Rs. 3,16,149/- lying in separate bank account of
 the Company with the Banker who have not yet submitted the reconciled
 list of outstanding due to refund holders
 
 b) There are no disputed dues that have not been deposited in respect
 of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess or
 any other matters which is disputed and pending with the relevant
 forum:
 
 10.  In our opinion, the company has no accumulated loss as at the
 year-end; and that the company has not incurred Cash Loss in the
 current financial year as well in the immediately past financial year.
 
 11.  On the basis of the information and explanations given to us, by
 the management, the Company has not defaulted in repayment of dues to
 banks during the year. The Company has no dues to any financial
 institutions or debenture holders during the year.
 
 12.  On the basis of information and explanations 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.  The nature of the Company''s activities during the year is such
 that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors
 Report) Order, 2003 are not applicable to the Company for the year.
 
 14.  According to information and explanation given to us, the Company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 15.  On the basis of examination of books of accounts, we would like to
 state that the Company has not availed any Term Loans during the year.
 
 16.  On the basis of information and explanations given to us and on an
 overall examination of the Balance Sheet and the Cash Flow Statement of
 the Company, we report that the Company has not prima facie, used the
 funds raised on short term basis during the year, for long term
 investment and as explained, Long term funds have been partly utilized
 to finance core working capital.
 
 17.  The Company has not made any preferential allotment of shares
 during the year.
 
 18.  . The Company has not issued any debentures during the year.
 
 19.  The Company has not raised any money by public issue during the
 year.
 
 20.  To the best of our knowledge and belief an according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 For V. K. SHASTRI & CO.                     Place : VADODARA
 
 Chartered Accountants                       Date : 22/05/2012
 
 (V,K.Shastri)
 
 Sole Proprietor