1.  We have audited the attached Balance Sheet of Haldyn Glass Limited
 [Formerly known as Haldyn Glass Gujarat Limited] as at 31st March, 2012
 and the annexed Statement of Profit and Loss and Cash Flow Statement
 for the year ended on that date. 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 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.  Companies [Auditor''s Report] Order, 2003 issued by the Central
 Government of India in terms of sub-section [4A] of Section 227 of the
 Companies Act, 1956. We give in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the 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 such
 books.
 
 [c] The Balance Sheet and Statement of Profit & Loss and the Cash flow
 Statement dealt with by this report is in agreement with the books of
 account.
 
 [d] In our opinion, the Balance Sheet, Statement of Profit & 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 are 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 and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a.  In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012.
 
 b.  In the case of Statement of Profit and Loss, of the Profit for the
 year ended on that date.
 
 c.  In the case of 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]
 
 I.  In respect of its fixed assets :
 
 [a] The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 [b] The Company has physically verified certain assets during the year
 in accordance with a program of verification, which in our opinion
 provides for physical verification of the fixed assets at reasonable
 intervals. According to the information and explanations given to us,
 no material discrepancies were noticed on such verification.
 
 [c] In our opinion, the Company has not disposed off a substantial part
 of its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 II.  In respect of Inventories :
 
 [a] As explained to us, the inventories have been physically verified
 by the management at periodic intervals. 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 inventories
 followed by the management were reasonable and adequate in relation to
 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 is maintaining proper records of inventory.
 The discrepancies noticed on verification between the physical stocks
 and the book records were not material having regard to the size of the
 operations of the Company and have been properly dealt with in the
 books of account.
 
 III.  In respect of loans, secured or unsecured granted or taken by the
 Company to/from the Companies, firms or other parties covered in the
 register maintained u/s. 301 of the Companies Act, 1956 :
 
 [a] The Company has not granted any loans secured or unsecured to any
 such party accordingly clause iii [b] [c] and [d] of the Order is not
 applicable.
 
 [b] The Company has taken loans from one such party during the year in
 respect of which maximum balance outstanding during the year is Rs. 700
 Lakhs and year end balance is Rs. 400 Lakhs.
 
 [c] In our opinion and according to the information and explanation
 given to us, the terms and conditions are not prima facie prejudicial
 to the interest of the Company.
 
 [d] As per the information and explanation given to us, the above loans
 were repayable after two years and there is no defined repayment
 schedule.
 
 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 nature of its business
 for the purchase of fixed assets and for rendering of service. However,
 considering the misappropriation of Company''s funds by few employees
 during the year, the management is in process to further strengthening
 the internal control system.
 
 V.  In respect of transactions entered in the Register maintained in
 pursuance of section 301 of the Companies Act, 1956 :
 
 [a] To the best of our knowledge and belief and according to the
 information and explanations given to us, transactions that needed to
 be entered into the register have been so entered.
 
 [b] In our opinion and according to the information and explanations
 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 exceeding the value of Rupees Five Lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at that time.
 
 VI.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public.
 Therefore, the provisions of section 58A and 58AA of the Companies Act,
 1956, and Rules framed there under and the directives issued by the
 Reserve Bank of India are not applicable.
 
 VII.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size and nature of its 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[1][d] of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 IX.  According to the information and explanations given to us in
 respect of statutory and other dues :
 
 [a] The Company is generally regular in depositing undisputed statutory
 dues including Provident Fund, Income tax, Sales tax, Service tax, Cess
 and other material statutory dues as applicable, during the year with
 the appropriate authorities.
 
 [b] There were no Rules relating to the Amount of Cess payable by the
 company under section 441A of the Act have been notified by the Central
 Government. Hence, we are unable to comment on this particular issue.
 
 [c] According to information and explanations given to us, there are no
 undisputed amounts payable in respect of income tax, service tax,
 custom duty and excise duty at the year end for the period of more than
 six month from the date they become payable.
 
 [d] Disputed dues in respect of Sales Tax – aggregating to Rs. 437.95
 Lakhs - pending before Sales Tax Authorities [including appeal to be
 filed] have not been deposited since the matters are pending before
 relevant Appellate Authorities, as listed below:
 
 Authority where the 
 dispute is pending            Assessment Year              Amount
                                                           [Rs. lakhs]
 
 DCST Appeal – 2, Vadodara     1995-1996 to 2003-2004       739.55
 
 Less : Liability recognized                                301.60
 
 Balance                                                    437.95
 
 Commissioner of Income 
 Tax [A]                       2008-2009                    186.06
 
 X. The Company does not have accumulated losses as at 31st March 2012
 and has not incurred cash losses during the year covered by our audit
 and in the immediately preceding financial year.
 
 XI. Based on our audit procedures and as per the information and
 explanation given to us by the management, we are of the opinion that
 the Company has not defaulted in the repayment of dues of financial
 institutions, banks.
 
 XII. In our opinion and according to the information and explanations
 given to us, the Company has not given any loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 XIII. The provisions of any special statute as specified under Clause
 4[xiii] of the Order are not applicable to the Company.
 
 XIV. In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investment. The company has maintained
 proper records of transactions and contracts in respect of investment
 in shares and timely entries have been made therein. The Company has
 held all the investments in its own name.
 
 XV. According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 XVI. In our opinion and according to the information and explanation
 given to us and on overall basis, the Term loans have been applied for
 the purpose for which they have been obtained.
 
 XVII. Based on the information and explanations given to us and on an
 overall examination of the balance sheet of the Company in our opinion,
 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 during the
 year.
 
 XIX. As the Company has not issued any debentures during the year
 accordingly, clause 4[xix] of the Order is not applicable to the
 Company.
 
 XX. The Company has not raised any money by public issue during the
 year hence clause 4[xx] of the order is not applicable to the Company.
 
 XXI. Instances of misappropriation of the Company''s funds by some
 senior employees were noticed during the year. The Company has lodged a
 police complaint and initiated appropriate legal action. Investigations
 are in progress. The amount involved is not presently quantifiable.
 
 
 
                                           FOR CHATURVEDI SOHAN & CO.
 
                                                 Chartered Accountants
 
                                         Firm registration No: 118424W
 
                                                      SOHAN CHATURVEDI
 Place : mumbai                                                Partner
 
 Dated : may 30, 2012                             Membership No. 30760