1.  We have audited the attached Balance Sheet of M/s.Uniply Industries
 Limited, as at 31st March, 2012, and also the 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 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 (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we enclose the Annexure, a
 statement on the matters specified in paragraph 4 and 5 of the said
 order.
 
 Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 i.  We have obtained all the information and explanation which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 ii.  In our opinion proper books of accounts as required by law have
 been kept by the company so far as appears from our examination of such
 books.
 
 iii. The Balance Sheet, the Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts.
 
 iv.  In our opinion, the Balance Sheet, the profit and loss account and
 the 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.
 
 v.  On the basis of the written representations received from the
 directors, as on 31.03.2012 and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as on
 31.03.2012 from being appointed as a director in terms of clause (g) of
 sub-section 1 to section 274 of the Companies Act 1956;
 
 vi.  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:
 
 a) In the case of Balance Sheet, of the State of Affairs of the Company
 as at 31st March 2012.
 
 b) In the case of Profit and Loss Account, of the profit for the year
 ended on that date and
 
 c) In the case of Cash flow statement, of the Cash flows for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS REPORT TO THE
 MEMBERS OF UNIPLY INDUSTRIES LIMITED, ON THE ACCOUNTS FOR THE YEAR
 ENDED 31-03-2012:
 
 In the terms of the information and explanations given to us and the
 books and records examined by us in the normal course of audit and to
 the best of our knowledge and belief, we state that:
 
 1) a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) All the assets have been physically verified by the management at
 reasonable intervals. No material discrepancies were noticed on
 verification made during the year.
 
 c) The Company has not disposed off its substantial part of the fixed
 assets during the year and as such has not affected the going concern
 of the company.
 
 2) a) The management has conducted physical verification of inventory
 at reasonable intervals.
 
 b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory. No material
 discrepancies in inventory were noticed during the physical
 verification.
 
 3) As informed to us, the company has neither taken nor granted any
 secured / unsecured loans to companies, firms or other parties listed
 in the register maintained under Section 301 of the Companies Act 1956.
 
 4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems 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. Accordingly the issue of continuing failure to correct major
 weakness in internal control system does not arise.
 
 5) a) In our opinion and according to information and explanation given
 to us, there are no contracts or arrangements that need to be entered
 into the register maintained under section 301 of the Companies Act,
 1956.
 
 b) In our opinion and according to information and explanation given to
 us, as there are no contracts or arrangements that need to be entered
 under section 301 of companies Act 1956, paragraph (v) (b) of the order
 is not applicable.
 
 6) The company has not accepted any deposits from the public.
 
 7) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8) We have broadly reviewed the books of accounts 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 and we are of the opinion that prima facie the prescribed
 accounts and records have been maintained.
 
 9) a) The company is generally regular in depositing undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty, Cess and other statutory dues applicable to
 it with appropriate authorities and there are no arrears of outstanding
 statutory dues as at the last day of the financial year concerned for a
 period of more than six months from the date they became payable.
 
 b) According to the records of the Company there are no dues
 outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise Duty, Cess on account of any dispute, except the
 following:-
 
 S.
 No  Name of Statute  Nature of     Amount    Period to     Forum where 
                                                            dispute is
                      Dues                    which the     pending
                                              amount 
                                              relates
 
 1  Central Sales     CST         14,55,204   2007-2008     Appellate 
                                                            Commissioner  
    Tax Act, 1956     Discrepancy                           Commercial 
                                                            Tax
                      in C Forms                            Department
 
 2  Tamil Nadu        VAT On SEZ  57,87,837   2007-2008     Appellate 
                                                            Commissioner
    Value Added       Sales                                 Commercial 
                                                            Tax
    Tax, 2006                                               Department 
 
 3  Tamil Nadu        VAT Penalty    70,233   2006-2007     Appellate 
                                                            Commissioner
    Value Added       on ITC                                Commercial 
                                                            Tax
    Tax, 2006                                               Department
 
    TOTAL                         73,13,274
 
 10) The company has accumulated losses at the end of the financial year
 and has not incurred cash loss during the financial year and in the
 immediately preceding financial year.
 
 11) Based on the information and explanations given by the management,
 we are of the opinion that the Company has not defaulted in repayment
 of dues to banks and financial institutions. The company has no
 outstanding dues to debenture holders.
 
 12) 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, and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 the provisions of any special statute applicable to Chit fund and
 Nidhi/mutual benefit fund/societies.
 
 14) 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 are not applicable to the company.
 
 15) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from bank
 or other financial institutions.
 
 16) The term loans availed have been used for the purpose for which it
 has been availed.
 
 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
 no funds raised on short term basis have been used for long term
 investments.
 
 18) The company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act 1956 during the year.
 
 19) The company has not issued any debentures and as such the creation
 of security or charge does not arise.
 
 20) The company has not raised any money through public issue during
 the year.
 
 21) According to the information and explanations given to us by the
 management, we report that no fraud on or by the Company has been
 noticed or reported during the year.
 
                               For C.RAMASAMY & B.SRINIVASAN 
 
                               Chartered Accountants
 
                               FRN:002957S
 
                               C.Ramasamy
 
 Place : Chennai               Partner
 
 Date : 23.05.2012             Membership No: 023714