1.  We have audited the attached Balance Sheet of SINTEX INDUSTRIES
 LIMITED (the Company) as at March 31, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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.
 
 3.  Without qualifying our opinion, we draw attention to Note 4 of
 Schedule 20 to these financial statements, regarding the Scheme of
 Arrangement (the Scheme) approved by the Honourable High Court of
 Gujarat, as per which Scheme, in the year 2008-09 the Company earmarked
 Rs.200 crore from Securities Premium Reserve to International Business
 Development Reserve Account (the IBDR) and has adjusted against the
 earmarked balance of IBDR, Rs.187.73 crore upto March 31, 2011 (including
 Rs.46.47 crore during the year) being expenses of the nature as specified
 under the Scheme. The said accounting treatment has been followed as
 prescribed under the Scheme. The relevant Indian Generally Accepted
 Accounting Principles, in absence of such Scheme, would not permit the
 adjustment of such expenses against the Securities Premium Reserve /
 IBDR. Had the Company accounted for these expenses as per Generally
 Accepted Accounting Principles in India, instead of accounting for as
 per the Scheme, the balance of Securities Premium Reserve / IBDR would
 have been higher by Rs.187.73 crore as at March 31, 2011 and profit after
 tax would have been lower by Rs.46.47 crore for the year ended on March
 31, 2011.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government 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.
 
 5.  Further to our comments in the Annexure referred to in paragraph 4
 above, we report as follows:
 
 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 it appears from our examination of those
 books;
 
 c) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e) 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 ii) in the case of the Profit and Loss Account, 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
 
 6.  On the basis of the written representations received from the
 Directors as on March 31, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956.
 
 Annexure to the Auditors'' Report
 (Referred to in paragraph 4 of our report of even date)
 
 i) Having regard to the nature of the Company''s
 business/activities/result, clauses (x), (xiii) and (xiv) of CARO are
 not applicable.
 
 ii) In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii) In respect of its inventory:
 
 a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 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
 the 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 has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 vi) According to the information and explanation given to us, there
 were no contracts or arrangement referred to in Section 301 of the
 Companies Act, 1956 which were required to be entered in the register
 maintained under that section.
 
 vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 In respect of unclaimed deposits, the Company has complied with the
 provisions of Sections 58A & 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 viii) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 ix) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 in respect of textile division and are of the opinion that
 prima facie the prescribed accounts and records have been made and
 maintained. We have, however, not made a detailed examination of the
 records with a view to determining whether they are accurate or
 complete. To the best of our knowledge and according to the information
 and explanations given to us, the Central Government has not prescribed
 the maintenance of cost records for any other product of the Company.
 
 x) According to the information and explanations given to us in
 
 respect of statutory dues:
 
 a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at March 31, 2011 for a period of more than six
 months from the date they became payable.
 
 c) Details of dues of Value Added Tax and Central Sales Tax which have
 not been deposited as on March 31, 2011 on account of disputes are
 given below:
 
 Statue    Nature of Dues   Forum where   Period to which the   Amount 
                                                                involved
                            Dispute is 
                            pending       amount relates        (Rs. in 
                                                                 crores)
 
 Central 
 Sales Tax Central Sales 
            Tax            JointCommissi
                           oner, Uluberia,   2008-09              0.25
 Act,1956                  West Bengal
 
 Central 
 Sales Tax Central Sales 
           Tax             CTO Circle C, 
                           Jaipur,           2007-08 &            0.43
                                             2008-09 
 Act,1956                  Rajasthan
 
 Rajasthan 
 Value 
 Added     Value Added 
           Tax             CTO Circle C, 
                           Jaipur,           2007-08 &            1.67
                                             2008-09 
 Tax Act, 
 2003                      Rajasthan
 
 xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks, financial institutions and debenture holders.
 
 xii) 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) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 xiv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 xv) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 xvi) The Company has not made preferential allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 of the Companies Act, 1956.
 
 xvii) According to the information and explanations given to us, during
 the period covered by our audit report, the Company had issued 3500 -
 9% Secured Redeemable Non-Convertible Debentures of Rs.10,00,000 each.
 The Company has created security in respect of the debentures issued.
 
 xviii) The Management has disclosed the end use of money raised by FCCB
 issue as per Note no.5 of schedule-20 and we have verified the same.
 
 xix) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
 
                                    For Deloitte Haskins & Sells
 
                                           Chartered Accountants
                                      (Registration No. 117365W)
 
                                                  Gaurav J. Shah 
 Ahmedabad                                               Partner
 Date: April 30, 2011                       Membership No. 35701