We have audited the attached Balance Sheet of VINYOFLEX LIMITED as at
 31st March, 2010, the Profit & Loss Account and 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 those
 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 over all financial statement
 presentation. We believe that our audit provides reasonable basis for
 our opinion.
 
 1. As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of Section 227(4A) of the Companies
 Act, 1956 and on the basis of such checks of books and records as we
 considered appropriate and according to the Information and
 explanations given to us during the course of audit, we enclose in the
 Annexure hereto a statement on the matters specified in paragraphs 4 &
 5 of the said order.
 
 2. Further to our comments in the Annexure referred to in para 1 
 above:
 
 a.  We have obtained all the information and explanation which to the
 best of our knowledge and belief where necessary for the purpose of our
 audit.
 
 b.  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
 those books.
 
 c.  The Balance Sheet and Profit & Loss Account Cash Flow Statement
 dealt with by this report are in agreement with books of accounts of
 the Company.
 
 d.  In our opinion and to the best of our information the Balance
 Sheet, Profit & Loss Account and Cash Flow Statement of the Company
 dealt with by this report have been prepared in Compliance with the
 applicable 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 31 March, 2010 and taken on record by the board of directors, we
 report that none of the directors of the Company is disqualified as on
 31 March, 2010 from being appointed as director in terms of 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 accounts read together with
 Significant Accounting Policies and 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 :
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2010: (ii) In the case of Profit & Loss
 Account, of the Profit of the Company for the year ended on that date:
 and (iii) In the case of Cash Flow Statement, of the cash flow of the
 Company for the year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Statement referred to in paragraph 3 of the Auditors'' Report of even
 date to the Members of VINYOFLEX LIMITED on the accounts for the year
 ended 31st March, 2012 The comments given herein below are based on the
 data compiled by the Company in order to comply with the requirements
 of the new order from the effective date. On the basis of such checks
 as considered appropriate and in terms of the information and
 explanations given to us, we state as under:
 
 1.  i) The Company has maintained proper records showing full
 particulars, including quantitative details and situations of fixed
 assets.  
 
 ii) The fixed assets have been physically verified by the management as
 per the policy of conducting the verification. No material
 discrepancies were noticed on such verification. In our opinion, the
 frequency of verification is reasonable, having regards to the size of
 the Company and nature of its business.  iii) During the year Company
 has not disposed off any substantial/major part of fixed assets.
 
 2.  i) Physical verification of inventories has been conducted at
 reasonable intervals during the year by the management.
 
 ii) In our opinion and according to the information and explanations
 given to us, 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.
 
 iii) The Company is maintaining proper records of inventory. In our
 opinion, discrepancies noticed en physical verification of inventory as
 compared to book records were riot material and they have been properly
 dealt with in the books of account.
 
 3.  i) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under Sector 301 of the Companies Act, 1956.
 
 The Company has taken unsecured loans from companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956. The number of parties and amount involved in the
 transactions is as follow :-
 
 Number of Parties  Amount of loans taken   Amount of loans involved
                    Rs. Lacs               (Balance as at 31.03.2011)
 
 1                  Rs. 22.00 lac           Rs. 22.00 lac
 
 ii) In our opinion, the rate of interest and other terms and conditions
 of unsecured loans taken by the Company, are not, prima facie,
 prejudicial to the interest of the Company
 
 iii) In respect of unsecured loans taken by the Company, where
 stipulations have been made, the repayments of the principal amount and
 interest have been regular.
 
 iv) There is no overdue amount outstanding of the unsecured loans taken
 by the Company or interest thereon as at the date of the Balance Sheet.
 
 4 In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory and fixed assets and for
 the sale of goods.  During the course of our audit, we have not
 observed any continuing failure to correct major weakness in internal
 control system
 
 5 a) According to information and explanation given to us, the
 transactions made in pursuance of contracts or arrangements, that need
 to be entered into the register maintained under Section 301, of the
 Companies Act, 1956 have been recorded in the register.  
 
 b) According to information and explanation given to us, the
 transactions referred to under sub clause (a) above, which exceeds Rs.
 500000/- in each case 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 Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the 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 Reserve Bank of India or
 any court or any other Tribunal on the Company in respect of the
 aforesaid deposits.
 
 7 The Company has an internal audit system, which in our opinion,
 commensurate with the size and the nature of its business.
 
 8 Maintenance of cost records has not been prescribed by the Central
 Government under clause (d) of sub-section (1) of section 209 of the
 Companies Act, 1956.
 
 9 The Company is regular in depositing undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Custom
 Duty, Excise Duty, Cess and other statutory dues with appropriate
 authorities. There are no arrears of outstanding statutory dues as at
 the last day of the financial year for a period of more than six months
 from the date those became payable.
 
 10 The Company does not have any accumulated loss as on 31st March,
 2010. The Company has not incurred any cash losses during the financial
 year covered by our audit and in immediately preceding financial year.
 
 11 Based on our audit procedure and on the information and explanations
 given by the management, we are of opinion that the Company has not
 defaulted in repayment of dues to any financial institution, bank or
 debenture holders.
 
 12 The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities
 and therefore the question of maintenance of documents and records in
 respect thereof does not arise.
 
 13 Clause (xiii) of the Order is not applicable to the Company as the
 Company is not a chit fund company or nidhi/mutual benefit fund
 society.
 
 14 Clause (xiv) of the Order is not applicable as the Company is not
 dealing or trading in shares, securities, debentures and other
 investments.
 
 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 financial institution
 
 16 According to information and explanations given to us no fresh term
 loan has been obtained by the Company during the year.
 
 17 According to the information and explanations given to us and on an
 overall examination of the balance sheet and cash flows statement of
 the Company and after placing reliance on reasonable assumptions made
 by the Company for classification of long term and short term usages of
 the fund, we report that the Company has not utilised funds raised on
 short term basis for long term investment.
 
 18 The Company has not made any preferential allotment of shares during
 the year to the parties and companies covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 19 The Company has no debentures.
 
 20 The Company has not raised any money by public issues during the
 year covered by our report.
 
 21 Based on the audit procedures performed and according to the
 information and explanation given and representations made by the
 Management, we report that no fraud on or by the Company has been
 noticed or reported during the year.
 
 
 
                                         For Gadhia Karachiwala & Co.
                                                Chartered Accountants
                                           (Registration No. 102887W)
 
                                                       (C. V. Gadhia)
                                                              Partner
                                                         M. No. 11504
 
 Date : 30-05-2012
 Place : Rajkot