1.  We have audited the attached Balance Sheet of TCPL PACKAGING
 LIMITED, as at March 31, 2012, and Statement of Profit and Loss 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 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis of our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (the
 ''Order''), issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956 (the ''Act''),
 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 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 it appears from our examination of
 those books;
 
 c.  The 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 Section 211(3C) of the Act;
 
 e.  On the basis of the written representations received from Directors
 as on March 31, 2012 and taken on record by the Board of Directors, we
 report that none of the Directors are disqualified as on March 31, 2012
 from being appointed as a director in term of clause (g) of sub-section
 (1) of Section 274 of the Act;
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the accounts read together with the
 Significant Accounting Policies and other notes thereon give the
 information required by the Act, 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 of
 the Company 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.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (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 on the basis of available information.
 
 (b) The fixed assets have been physically verified by the management in
 the 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) The Company has not disposed off any substantial part of the fixed
 assets during the year and the going concern status of the Company is
 not affected.
 
 (ii) (a) The inventories have been physically verified by the
 management at the regular 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 for 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. The
 discrepancies noticed during the physical verification of inventories
 as compared to book records were not material and have been dealt with
 in the books of account.
 
 (iii) (a) As informed, 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.
 Accordingly, sub-clause (b), (c) and (d) are not applicable.
 
 (b) The Company has taken unsecured loans from a company covered in the
 register maintained under section 301 of the Act. The maximum amount
 involved during the year was Rs210.50 lakhs (Previous Year Rs74.75 lakhs)
 and the year-end balance of loan taken from such parties was Rs200 lakhs
 (Previous Year Rs Nil).
 
 (c) In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from companies, firms or other parties
 listed in the register maintained under section 301 of the Act are not,
 prima facie, prejudicial to the interest of the company.
 
 (d) The company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that some of the items
 purchased are of special nature and suitable alternative sources do not
 exist for obtaining comparable quotations, there are adequate internal
 control systems commensurate with the size of the Company and the
 nature of its business for the purchase of inventory, fixed assets and
 for the sale of goods and services. We have not observed any continuing
 major weakness in such internal controls.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 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 Act and exceeding the value of Rs5,00,000 in respect of each party
 during the year have been made at prices which appear reasonable as per
 information available with the Company.
 
 (vi) The Company has not accepted any deposits under the provisions of
 Section 58A and 58 AA or any other relevant provisions of the Act and
 the Companies (Acceptance of Deposit) Rules, 1957 framed there under.
 
 (vii) In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 (viii) We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1 )(d) of the
 Act and are of the opinion that prima facie the prescribed cost records
 have been maintained. We have, however, not made a detailed examination
 of the cost records with a view to determine whether they are accurate
 or complete.
 
 (ix) (a) According to the information and explanations given to us, the
 Company is generally regular in depositing undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other statutory dues with
 appropriate authorities applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection Fund, Employees1 State Insurance, Income-Tax,
 Wealth-Tax, Service Tax, Sales- Tax, Customs Duty, Excise Duty, Cess
 and other undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, the
 following demands as at March 31, 2012 have not been deposited since
 appeals are pending before the relevant Authorities:
 
 Name of the 
 statute      Nature of the Dues   Amount   Period to 
                                            which the      Forum where 
                                                           dispute
                                  (Rs.In 
                                   Lakhs)   amount 
                                            relates        is pending
 
 Central Excise Act, 1944 Excise 
 Duty                               51.56   F.Y. 1999-00   Customs, 
                                                           Excise and 
                                                           Service Tax
 
 
                                                           Appellate 
                                                           Tribunal
 
                                    65.10   F.Y. 2007-08   Tribunal
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedure and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to the banks and
 financial institution. The Company has not raised funds from issue of
 debentures.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) 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 explanations given to us, in our opinion, the term loans
 raised were prima facie used for the purposes for which they were
 raised.
 
 (xvii) According to the information and explanations given to us, and
 on an overall examination of the balance sheet of the Company, funds
 raised on short-term basis have, prima facie, not been used during the
 year for long term investment.
 
 (xviii)The Company has not made preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company was noticed or reported during the year.
 
 For SHAH GUPTA & CO
 
 Chartered Accountants
 
 Firm Registration No.: 109574W
 
 Vipul K. Choksi
 
 Partner
 
 M. No.37606
 
 Place : Mumbai
 
 Date : 19th May, 2012