We have audited the attached Balance Sheet of SEZAL GLASS LIMITED as at
 March 31, 2012, the Statement of Profit and Loss and also the Cash Flow
 Statement of the Company 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.
 
 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 and report that:
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government in terms of sub-section (4A) of Section 227
 of the Companies Act, 1956, and on the basis of such checks as we con-
 side red appropriate and in terms of information and explanations given
 to us, we enclose in the Annexure a Statement on the matters specified
 in paragraph 4 & 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in paragraph 1
 above :
 
 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 have been kept by the
 Company, so far as appears from our examination of such books;
 
 c) The Company''s Balance Sheet, 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 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 written representations received from the Directors
 and taken on record by the Board of Directors of the Company, we report
 that none of the Directors is disqualified as on March 31, 2012 from
 being appointed as a Director in terms of Section 274(1) (g) of the
 Companies Act, 1956;
 
 3.  In our opinion and to the best of our information and according to
 the explanations given to us, they said ac- counts, read together with
 the other notes appearing thereon in Schedule 22 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 Loss for
 the year ended on that date and
 
 (iii) 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 1 of thereof]
 
 1.  In respect of Fixed Assets:
 
 a) The Company has generally maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets. The fixed assets register needs to be updated to reconcile with
 the general Ledger.
 
 b) As explained to us, the assets have been physically verified by the
 Management during the year. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 c) During the year, while the Company sold its Float Glass
 Manufacturing Plant which formed substantial part of its fixed assets.
 However, the sale of Float Glass Manufacturing Plant, which was an
 independent business activity of the Company, has not affected the
 going concern status of the Company.
 
 2.  In respect of Inventories:
 
 a) As informed to us, the inventory has been physically verified by the
 Management during the year. In our opinion, the frequency of
 verification is reasonable.
 
 b) In our opinion, the procedure of physical verification of inventories
 followed by the Management is 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 inventory. No material
 discrepancies have been noticed on verification of inventories as
 compared to book records.
 
 d) Proper procedure however should be in place to assess the non-moving
 and obsolete items in the inventory.
 
 3.  In respect of Loans taken for granted:
 
 a) Company has granted unsecured loans amounting to Rs.1619.04 in
 addition to the Rs.258.23 Lacs as at the beginning of the year, to
 Companies, forms or other parties listed in the Register under section
 301 of the Companies Act, 1956. Out of these loans, a refund of
 Rs.64.37 Lacs has been received and the balance outstanding as at the
 end of the year was Rs.1554.67 Lacs. Maximum balance in these accounts
 during the year was Rs.1554.67 Lacs.
 
 b) The Company had taken loans amounting to Rs.NIL during the year in
 addition to the loans taken and outstanding as at the beginning of the
 year, from Companies, forms or other parties listed in the Register
 under section 301 of the Companies Act, 1956 amounting to Rs.155.50
 Lacs. Out of these loans, a sum of Rs.8.00 Lacs was outstanding as at
 the end of the year. Maximum balance in these accounts during the year
 was Rs.155.50 Lacs.
 
 c) In our opinion, the rates of interest wherever paid or charged, to
 the parties covered in the Register under section 301 of the Companies
 Act, 1956, were not prejudicial to the Interests of the Company.
 
 d) In our opinion, since no specific stipulations as to the terms of
 repayment were agreed upon, this clause does not apply.
 
 4.  In our opinion and according to the information and explanations
 given to us, and as reported by the Internal Auditors of the Company,
 the internal control procedures with regard to the purchases of
 inventory and with regard to sale of goods, collection from customers,
 inventory management, Cash management, credit notes monitoring need to
 be strengthened, to be commensurate with the size of the Company and
 the nature of its business. Measures should be taken to improve upon
 the weaknesses observed in the Internal audit reports.
 
 5.  (a) According to the information and explanations given to us , we
 are of the opinion that the transactions 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 or
 arrangements entered in the Register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lacs in
 respect of any party during the year, have been made at prices which
 are reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of section
 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975 with regard to the Deposits accepted from public.
 According to the information and explanations given to us, no order has
 been passed by the Company Law Board or National Company Law Tribunal
 or Re- serve Bank of India or any Court or any other Tribunal, on the
 Company.
 
 7.  In our opinion and according to the information and explanations
 given to us, the Company has an internal audit system, commensurate
 with its size and nature of its business, post sale of its Float Glass
 Manufacturing business. The compliance report of internal audit
 observations was not available which must be strictly followed.
 
 8.  According to the information and explanations given to us and to
 the best of our knowledge and belief, consequent upon notification of
 the Companies (Cost Accounting Records) Rules, 2011, the Central
 Government has prescribed audit of the cost records maintained by the
 Company under Section 209(1)(d) of the Companies Act, 1956 for the
 products of the Company from the current financial year. We are informed
 that this being the first year, the company is in the process of
 developing the records required under Companies (Cost Accounting
 Records) Rules, 2011. We are therefore unable to comment and determine
 whether they are adequate, accurate or complete.
 
 9.  a) The company has generally been regular in depositing with
 appropriate authorities undisputed statutory
 
 dues including Provident Fund, Investor education protection fund,
 Employees'' State insurance and Customs Duty, Excise Duty, Cess,
 wealth tax and other material statutory dues as applicable to it.
 However, there have been delays in payment of Provident Fund; Income
 Tax i.e. Tax Deducted at source (TDS) has not been paid for the entire
 year except for TDS on Interest on Fixed deposit (till February 2012)
 and a small amount of TDS from payments to few parties; Central Sales
 Tax (processing division) has not been paid since August, 2011; Central
 Sales Tax (Sezal Encasa) has not been paid for the year as well as for
 prior year; Maharashtra VAT and Service Tax has not been paid for the
 entire year.
 
 b) In our opinion and according to information and explanations given
 to us, no undisputed amounts payable in respect of Income Tax, Wealth
 Tax, Sales Tax, Customs Duty, Excise Duty, and Cess were in arrears as
 at 31st March 2012 for the period of more than six months from the date
 they became payable, except Income Tax Deducted at Source (TDS)
 amounting to Rs.75.54 Lacs, Central Sales tax - Rs.52.61 Lacs and VAT
 0.67 Lacs.
 
 According to the information and the explanations given to us, there
 are no dues outstanding of Sales Tax, Custom Duty, Wealth Tax, Excise
 Duty, or cess and other statutory dues applicable to it, which have not
 been deposited on account of any dispute.
 
 10.  In our opinion, the Company has accumulated losses at the end of
 the financial year and it has incurred cash losses in the financial year
 under report. The Company suffered cash losses during the immediately
 preceding financial year also.
 
 11.  In our opinion and according to the explanations given to us,
 there have been delays in repayment of quarterly Installments of Term
 Loans (Principle) taken from the bank as follows:-Rs.25 Lacs (June 11)
 delayed by 40 days; Rs.25 Lacs (Sept 11) paid as Rs.5 Lacs delay 42
 days, Rs.10 Lacs delay 56 days, Rs.10 Lacs delay 80 days; Rs.29 Lacs
 (Dec 11) paid as Rs.26 Lacs delay 2 days & Rs.3 Lacs delay 10 days.
 March installment of Rs.5 lacs was unpaid as at the balance sheet date.
 There have been delays in monthly payment of Interest on the above said
 Term Loans ranging from 1 day to 80 days. Interest for March 2012
 amounting to Rs.7.77 Lacs was yet to be paid as at the Balance Sheet
 date. In respect of Term Loans of Float Glass Division, interest
 payment has been delayed by 32 days for Rs.478.85 Lacs & by 1 day for
 Rs.504.47 Lacs.
 
 There are no borrowings from Financial Institutions. No debentures have
 been issued by the company.
 
 12.  In our opinion and 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.
 
 13.  In our opinion, the Provisions of any special statute as specified
 under clause (xiii) of paragraph 4 of the Order are not applicable to
 the Company.
 
 14.  In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly,
 the provisions of clause (xiv) of paragraph 4 of the Order are not
 applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given any Guarantees for loans taken
 by another company from Banks and hence the provisions of this clause
 do not apply.
 
 16.  In our opinion, the term loans have been applied for the purpose
 for which these 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 report
 that the Company has not utilized its working capital funds for
 acquiring Long Term assets. No long term funds have been used to finance
 short term assets.
 
 18.  According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares during the
 year, to the parties covered in the register maintained under section
 301 of the Companies Act, 1956, being the core promoters and promoter
 Companies.
 
 19.  The company has not issued any debentures during the year and
 hence the provisions of clause (xix) of paragraph 4 of the Order are
 not applicable to the company.
 
 20.  During the year covered by our Audit, the Company has not raised
 any money by way of a public issue.
 
 21.  According to the information and the explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year. However, we are unable to determine / verify as to whether any
 such reporting has been made, during the year.
 
 
                                       For S S PURANIK & ASSOCIATES
 
                                              Chartered Accountants
 
                                                        FRN 127731W
 
                                                  SHRIPAD S PURANIK 
                                                            Partner 
 
                                                  M.Ship No. 030670 
 
 Mumbai, 
 
 May 30, 2012