1 We have audited the attached Balance Sheet of POLYCON International
 Limited as at March 31, 2012, the Statement of Profit and Loss account
 and the Cash Flow Statement for the year ended on that date annexed
 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.
 
 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 (Auditor''s Report) Order, 2003 (as
 amended) 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 & 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 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
 those books;
 
 (c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are 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 are 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 written representations received from the Directors
 as on March 31,2012 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on March 31, 2012
 from being appointed as a 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, they said accounts read together with the
 Significant Accounting Policies and notes thereon 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 the Balance Sheet, of the state of affairs of the
 Company as at March 31,2012 ;
 
 (ii) In the case of the Statement of Profit and Loss, of the profit 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.
 
 Referred to in Paragraph 3 of the Auditors'' Report of even date to the
 Members of Poly con International Limited on the financial statements as
 of and for the year ended 31st March, 2012
 
 1 (a) The Company is maintaining proper records
 
 showing full particulars, including quantitative details and situation,
 of fixed assets.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 physical 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.
 
 2 In respect of its inventories:
 
 (a) The inventories have 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 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 its business.
 
 (c) The Company has maintained proper records of the inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 3 The Company has neither granted not taken any loans, secured or
 unsecured, to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.  Consequently, clauses
 (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of
 the Order are not applicable.
 
 4 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
 purchases of inventory and fixed assets and for the sale of goods.
 During the course of our audit, we have not observed any continuing
 failure to correct major weaknesses in internal control system.
 
 5 In respect of the contracts or arrangements referred to in Section
 301 of the Companies Act, 1956:
 
 (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, 1956 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/arrangements entered in the Register maintained under section
 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000
 in respect of each party during the year have been made at prices which
 appear reasonable as per information available with the Company.
 
 6 The Company has not accepted any deposits from the public within the
 meaning of Section 58A and 58AA of the Act and the rules framed there
 under.
 
 7 In our opinion, the Company has an internal audit system commensurate
 with its size and the nature of its business.
 
 8 We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section(1) of Section 209 of the Act,
 and are of the opinion that, prima facie, the prescribed accounts and
 records have been made and maintained. We have not however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9 In respect of statutory dues :
 
 (a) According to the records of the Company, undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax,
 Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues
 have been generally regularly deposited with the appropriate
 authorities. According to the information and explanations given to us,
 no undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at March 31,2012 for a period of more than six months
 from the date of becoming payable.
 
 (b) The disputed statutory dues aggregating Rs. 1,95,802 that have not
 been deposited on account of disputed matters pending before
 appropriate authorities are
 
 Sr.   Name of the   Nature of the   Amount   Period to 
                                              which the   Forum where
                                                          dispute is
 No.   Statute       Dues             (Rs.)   amount 
                                              relates     pending
 
 1     Rajasthan 
       Sales Tax     Sales Tax        97422   2000-01     Dy. Commissioner
 
 2     Central 
       Excise Act, 
       1944          Excise Duty      86547   31.10.2001
                                              to          Central Excise
                                                          & Customs
                                              31.01.05    Appellate 
                                                          Tribunal
 
 3     Central 
       Excise Act,
       1944          Excise Duty      11833   2007-08     Dy. Commissioner
                                                          Central Excise
                                                          & Customs Appel
                                                           late Tribunal
 
                     TOTAOL Rs.      195802
 
 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 Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the Company has
 not defaulted in repayment of dues to financial institutions and banks.
 
 12 In our opinion and according to the explanations given to us and
 based on the information''s available, no loans and advances have been
 granted by the Company 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 benefit
 fund/society. Therefore, the provisions of clause (xiii) of paragraph 4
 of the Order are not applicable to the Company.
 
 14 The Company has maintained proper records of the transactions and
 contracts in respect of dealing or trading in shares, securities,
 debentures and other investments and timely entries have been made
 therein.  All shares, securities, debentures and other investments have
 been held by the Company in its own name.
 
 15 In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 16 The Company has raised new term loans during the year. The term
 loans outstanding at the beginning of the year and those raised during
 the year have been applied for the purposes for which they were raised.
 
 17 According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that there are no funds raised on short-term basis that have
 been used for long-term investment.
 
 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 has not issued any debentures during the year, and does
 not have any debentures outstanding as at the year end.
 
 20 The Company has not raised any monies by way of public issues during
 the year.
 
 21 During the course of our examination of the books and records of the
 Company, carried out in accordance with the generally accepted auditing
 practices in India, and according to the information and explanations
 given to us, we have neither come across any instance of material fraud
 on or by the Company, noticed or reported during the year, nor have we
 been informed of any such case by the Management.
 
                                                      FOR A.NATANI & CO.
 
                                                  Chartered Accountants 
 
                                                   Firm Reg. No. 07347C
 
 Place: JAIPUR
 
 Date : 30.05.2012
 
                                                  CA ASHOK KUMAR NATANI 
                                                          PARTNER 
 
                                                        M.No. 74692