1.  We have audited the attached Balance Sheet of GUJARAT FOILS LIMITED
 as at 31st March, 2012, Statement of Profit and Loss 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 management of the Company. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 2.  We 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 statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order, 2003 (the
 Order) 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 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 law have
 been kept by the Company, so far as appears from our examination of the
 books of the Company;
 
 c.  The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement referred to in 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 dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956;
 
 e.  On the basis of the 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 prima-facie
 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 given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true & fair view in accordance 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, 2012.
 
 ii) In the case of the Statement of Profit & Loss of the Profit of the
 Company for the year ended on that date and
 
 iii) In the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report
 
 i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets on the basis of available information
 
 (b) The fixed assets of the Company have been physically verified by
 the management during the year in a phased periodical manner, which in
 our opinion is reasonable having regard to the size of the Company and
 the nature of its assets. No material discrepancies were noticed on
 such physical verification.
 
 (c) The Company has not disposed of any substantial/major part of fixed
 assets during the year therefore the question of affecting the going
 concern principle of the Company do not arise.
 
 ii) (a) Physical verification of inventory has been conducted at
 reasonable intervals during the year by the management.
 (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 are reasonable and adequate in relation to
 the size of the Company and the nature of the business.
 
 (c) The Company has maintained proper records of inventory. No material
 discrepancies were noticed on physical verification of inventories as
 compared to the book records.
 
 iii) (a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.Accordingly, paragraphs
 4(iii)(b), (c) and (d) of the Order, are not applicable.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly, paragraphs
 4(iii) (f) and (g) of the Order are not applicable.
 
 iv) In our opinion and according to the information and explanations
 given to us, 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
 service. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in the internal control
 system.
 
 v) (a) in our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements that need to be entered in the register maintained under
 Section 301 of the Companies Act have been so entered.
 
 (b) The transactions made in pursuance of contracts or arrangements
 entered in the register under section 301 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 which
 falls within the provisions of section 58 A, 58 AA or any other
 relevant provisions of the Companies Act, 1956. Therefore the
 Provisions of Clause (vi) of paragraph 4 of the Order are not
 applicable to the Company.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii) The maintenance of cost records has been prescribed by the
 Central Government under Section 209 (1) (d) of the Companies Act, 1956
 and such accounts and cost records have been made and maintained.
 
 ix) (a) The Company is regular in depositing undisputed statutory dues
 including Provident Fund, Investor education and protection fund,
 Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the
 appropriate authorities.
 
 (b) There are no dues of Income tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty or Cess outstanding on account of any
 dispute.
 
 x) The Company has no accumulated losses as at 31st March, 2012 and the
 Company has not incurred any cash losses during the financial year
 covered by our audit or in the immediately preceding financial year.
 
 xi) The Company has not defaulted in repayment of dues to any financial
 institutions / banks.
 
 xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii) The Company is not a chit fund or a nidhi / mutual benefit fund
 /society. Accordingly, Clauses (xiii)(a) to (d) of paragraph 4 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) According to the information & explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 xvi) The term loans were applied for the purpose for which the loans
 were obtained.
 
 xvii) 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.
 
 xix) The Company has not issued any debentures during the year.
 
 xx) The Company has not raised any funds by way of public issue during
 the year.
 
 xxi) No fraud on or by the Company has been noticed or reported during
 the year.
  
                                         For H. R. AGARWAL & ASSOCIATES
 
                                                  Chartered Accountants
 
                                                 Firm Regn. No. 323029E
 
                                                   CA. Hari Ram Agarwal
 
 Place: Mumbai                                                  Partner
 
 Date : 30th May 2012                                  M.No. FCA 057625