We have audited the attached Balance Sheet of M/S JINDAL POLY FILMS
 LIMITED as at 31st March, 2012 and also the annexed Statement of Profit
 and Loss Account and the Cash Flow Statement for the year ended on that
 date (together referred to as ''financial statements''). 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 the auditing standards
 generally accepted in India. These 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 the 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 (Auditor''s Report) Order, 2003, issued by
 the Central Government of India in terms of Section 227(4A), of the
 Companies Act 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 & 5 of the said order.
 
 Further to our comments in the Annexure referred to 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 purposes 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, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 flow Statement dealt with by this report have been prepared in
 compliance 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 and taken on record by the Board of Directors, we report that
 none of the said directors are disqualified as on 31st March, 2012 from
 being appointed as directors 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 financial statements read
 together with significant accounting policies and other notes (note no.
 1 to 30) 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:
 
 i.  In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012 and,
 
 ii.  In the case of the Profit & Loss Account, of the Profit of the
 Company for the year ended on that date.
 
 iii.  In case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT OF JINDAL POLY FILMS LIMITED (Annexure
 referred to in our report of even date)
 
 1.  In respect of fixed assets:
 
 (a) The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) The company has a phased programme of physical verification of its
 fixed assets which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. As explained to us,
 the management during the year has physically verified all the fixed
 assets of the Company and no material discrepancies between the book
 records and the physical verification were noticed on such
 verification.
 
 (c) Fixed assets disposed off during the year, were not substantial
 and, therefore, it does not affect the going concern assumption.
 
 2.  In respect of its inventories:
 
 (a) 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 inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) The company has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3.  In respect of the loans:
 
 (a) The company has granted loans to one company during the year. The
 maximum amount involved during the year was Rs.77, 655,068/- the
 year-end balance of loan granted to such companies was Rs.
 77,655,068/-. The company has not taken any loans during the year
 secured or unsecured to any Company, firm or party covered in register
 maintained under section 301 of the Companies Act, 1956.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions are
 not prima facie prejudicial to the interest of the company
 
 (c) In respect of loans granted by the company the interest payments
 are regular and the principal amounts are being received /renewed on
 the due dates. In respect of loans taken by the company, the interest
 payments are regular and the principal amount is repayable on demand.
 
 (d) There is no overdue amount in respect of the above loans.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control
 
 procedure commensurate with the size of the Company and the nature of
 its business for the purchase of stores, raw material including
 components, plant and machinery, equipment and other assets and for the
 sale of goods.  Further, on the basis of our examination of the books
 and records of the company in accordance with the generally accepted
 auditing practices, we have neither come across, nor have we been
 informed the existence of major weakness in the internal control
 procedures and systems. However, the corrective actions were taken
 against the minor weaknesses as noticed and informed to them.
 
 5.  (a) As per the audit procedures applied by us, and according to the
 information and explanations given to us by the
 management, the transactions made in pursuance of contracts or
 arrangements that needed to be entered in the register maintained under
 section 301 of the Companies Act, have been so entered.
 
 (b) As per the audit procedures applied by us and as per the
 information and explanations given to us, with respect to the
 transactions as entered in the register maintained under section 301,
 exceeding the value of five lac rupees in respect to any party during
 the financial year, the prices at which these have been made are
 reasonable having regard to the prevailing market prices at that time.
 
 6.  According to the information and explanations given to us, the
 company has not accepted any deposits from the public.  Therefore, the
 provisions of Clause (vi) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
 7.  In our opinion the company has an internal audit system
 commensurate with the nature and size of its business.
 
 8.  We have broadly reviewed the cost records maintained by the company
 pursuant to the order made by the Central Government for the
 maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956
 and are of opinion that prima –facie the prescribed records and
 accounts have been maintained by the company. However, we have not made
 a detailed examination of these records to verify whether they are
 accurate or complete.
 
 9.  (a) The company is regular in 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 other statutory dues have been regularly
 deposited with the appropriate authorities during the year.  According
 to the information and explanations given to us, no undisputed amounts
 payable in respect of the aforesaid dues were outstanding as at 31st
 March 2012 for a period of more than six months from the date of
 becoming payable.
 
 (b) According to the information and explanation given to us, details
 of dues of income tax, sales tax, excise, customs, wealth tax and
 service tax which have not been deposited on account of any dispute are
 given below:
 
 Nature of the 
 Statute            Nature of 
                    the dues         Amount 
                                     Disputed        Forum where
                                                     dispute
                                    (Rs/Lacs)        is pending
 
 1. Income Tax
 Act               Income Tax
                   demand             391.45        ITAT F.Y.1998-99
 
                   Income Tax 
                   demand              17.08        CIT F.Y.2004-2005
 
                   Income Tax 
                   demand               2.44        ITAT F.Y.2000-2001
 
                   Income Tax
                   demand              15.51        ITAT F.Y 1997-98
 
                   Income Tax
                   demand               0.70        CIT(A) F.Y 2005-06
 
                   Income Tax
                   demand               0.87        CIT(A) F.Y 2000-01
 
                   Income Tax 
                   demand                1.0        CIT(A) F.Y 2003-04
 
                   Income Tax 
                   demand              68.23        CIT(A) F.Y 2006-2007
 
                   Income Tax
                   demand              82.46        CIT(A) F.Y 2007-08
 
                   Income Tax 
                   demand               1.52        CIT(A) F.Y 2008-09
 
 2. Sales 
 Tax Act           Sales Tax
                   Demand            1811.59        Sales Tax Tribunal
                                                   (2002-03 TO 2007-2008)
 
 3. Custom 
 Law Act           Demand             613.66        Asst. Commissioner
 
 10.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 11.  According to the information and explanations given to us and as
 per the books of accounts examined by us, the company has not defaulted
 in the repayment of dues to the financial institutions or to the banks
 or to the debenture holders.
 
 12.  According to the information and explanations given to us, the
 company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion, the company is not a Chit Fund/Nidhi/Mutual Fund/
 Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report)
 Order, 2003 is not applicable to the company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of trading in securities, debentures and other
 investments timely entries have been made therein. All shares,
 debentures, and other investments have been held by the Company in its
 own name.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantees against loans taken by others from
 banks & financial institutions.
 
 16.  Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 17.  According to the information and explanations given to us and as
 per the books and records examined by us, as on the date of balance
 sheet, the funds raised by the company on short-term basis have not
 been applied for long-term investments and vice versa.
 
 18.  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.
 
 19.  The company does not have any debentures outstanding as on the
 Balance Sheet date, hence, the clause 4(xix) of the order is not
 applicable.
 
 20.  The company has not raised any money through a public issue during
 the year.
 
 21.  According to the information and explanations given to us, and on
 the basis of our examination of the books and records of the company
 carried out in accordance with the generally accepted auditing
 practices in India, we have not come across any such instance of fraud
 on or by the company, noticed and reported during the year.
 
                                    For KANODIA SANYAL & ASSOCIATES 
 
                                              CHARTERED ACCOUNTANTS 
 
                                       Firm Registration No.008396N
 
 Place: New Delhi                                      (R.K KANODIA)
 
 Dated: 01st September, 2012                                PARTNER
 
                                              Membership No. 016121