1.  We have audited the attached balance sheet of Puneet Resins Limited
 as at 31st March, 2012, the statement of profit & loss for the year
 ended on that date annexed thereto and the 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 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) (the Order”) 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 and 5 of
 the said Order.
 
 4.  Further to our comments in the Annexure referred to in para 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 the
 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, the statement of Profit and Loss
 and Cash Flow statement dealt with by this report comply with the
 accounting standards referred to in section 211(3C) of the Companies
 Act, 1956;
 
 e.  On the basis of 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 at 31st March
 2012 from being appointed as a director of the Company under 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 with
 the 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:
 
 1.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012;
 
 2.  in the case of statement of Profit and loss, of the profit for the
 year ended on that date; and
 
 3.  in the case of the Cash Flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, a
 substantial portion of the fixed assets has been physically verified by
 the management during the year and in our opinion the frequency of
 verification is reasonable having regard to the size of the Company and
 the nature of its assets. We are informed that no material
 discrepancies were noticed on such verification.
 
 (c) During the year the company has not disposed off substantial part
 of its fixed assets so as to affect its going concern status.
 
 (ii) (a) As explained to us, the inventories of the company except
 stocks in transit have been physically verified by the management at
 reasonable intervals during the year. 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 were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventories. As
 explained to us, there was no material discrepancies noticed on
 physical verification.
 
 (iii) (a) We are informed that during the year, 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. Consequently, clauses 4(iii) (b), 4(iii) (c),
 4(iii) (d) of the Order are not applicable.
 
 (b) We are informed that during the year, the Company had not taken any
 loans, secured or unsecured from any parties covered in the register
 maintained under Section 301 of the Companies Act, 1956 during the
 year. Consequently, clauses 4(iii) (e), 4(iii) (f), 4(iii) (g) of the
 Order are not applicable.
 
 (iv) In our opinion, and according to the information and explanation
 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
 services. In our opinion and according to the information and
 explanations given to us, there is no continuing failure to correct
 major weaknesses in such internal control systems.
 
 (v) (a) To the best of our knowledge and belief and according to
 information and explanations given to us and on examination of records
 the particulars of contracts or arrangements referred to in section 301
 of the Companies Act, 1956 have been entered in the register maintained
 under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions made in pursuance of such contracts or
 arrangements are specialized in nature and comparable prices are not
 always determinable and the prices charged are prima facie reasonable.
 
 (vi) According to the information and explanation given to us, the
 Company has not accepted deposits from the public during the period
 covered by our audit report.
 
 (vii) In our opinion, the internal audit function carried out during
 the year by a firm of Chartered Accountants appointed by the management
 has been commensurate with the size of the company and nature of its
 business.
 
 (viii) We have broadly reviewed the books of accounts & records
 maintained by the Company, pursuant to the Companies (Cost Accounting
 Records) Rules, 2011, as prescribed by the Central Government under
 Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion
 that prima facie the prescribed accounts & records have been
 maintained. We have, not, however, made a detailed examination of the
 said records with a view to determine whether they are accurate or
 complete.
 
 (ix) (a) The company has generally been regular in depositing
 undisputed statutory dues payable in respect of provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales- tax, wealth tax, service tax, custom duty, excise
 duty, cess and any other material statutory dues, as applicable, with
 the appropriate authorities during the year. There were no undisputed
 statutory dues as mentioned above in arrears as at 31st March, 2012 for
 a period of more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us and the
 records of the company examined by us, there are no disputed amounts
 payable in respect of income tax, sales tax, wealth tax, customs duty,
 excise duty and cess, service tax outstanding as at the year end.
 
 (x) The company has no accumulated losses at the year end of the
 financial year. The company has not incurred any cash losses in the
 current or in the immediately preceding financial year. Therefore, the
 provisions of clause 4(x) of the order are not applicable to the
 company.
 
 (xi) According to the information and explanations given to us the
 company has not defaulted in repayment of dues to banks and financial
 institutions.
 
 (xii) According to the information and explanations given to us the
 company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities. Therefore,
 the provisions of clause 4(xii) of the order are not applicable to the
 company.
 
 (xiii) The company is not a chit fund or a nidhi or mutual benefit fund
 /society. Therefore, the provisions of clause 4(xiii) of the order are
 not applicable to the company.
 
 (xiv) In our opinion and according to information and explanations
 given the Company is not dealing in or trading in shares, securities,
 debentures and other investments. Therefore, the provisions of clause 4
 (xiv) of the order, are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed by the
 company during the year have been used for the purpose for which they
 are obtained.
 
 (xvii)According to the cash flow statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis, have prima facie, not been
 used during the year for long term investments.
 
 (xviii)According to the information and explanations given to us no
 preferential allotment of shares has been made by the company to
 companies, firms or other parties listed in the register maintained
 under section 301 of the Companies Act, 1956.
 
 (xix) The Company has not issued any secured debentures and accordingly
 the provisions of clause 4(xix) of the Order are not applicable.
 
 (xx) The company has not raised any money through a public issue during
 the year.
 
 (xxi) According to the information and explanations given to us, no
 material fraud on or by the company has been noticed or reported during
 the course of our audit during the year.
 
 
                                             For B. D. Jokhakar & Co.
 
                                               Chartered Accountants
 
                                               Firm Reg. No. 104345W
 
 
                                                      Raman Jokhakar
 
 Place: Mumbai                                               Partner
 
 Dated: 28th May 2012                          Membership No. 103241