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Auditor Report of Gulshan Polyols Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Gulshan Polyols Limited ("the Company") which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for the ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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 Statement of Profit and Loss, 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 Statement of Profit and Loss account & Cash flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the of the Companies (Accounts) Rules, 2014.;

e. On the basis of the written representations received from the directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 , from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of Companies ( Audit and Auditors), 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements. The cases under litigation are not very material and will not materially affect the financial position of the Company,

(ii) The Company has made provisions, as required under applicable laws or accounting standards for material foreseeable losses, if any and as required on long term contracts including derivative contracts and

(iii) There has been no delay in transferring the amounts, required to be transferred, to the investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred in Paragraph 1 under section ( Report on Other Legal and Regulatory Requirements of our Report of even date)

1.1 The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 All the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2.1 The inventories have been physically verified at reasonable intervals by the management.

2.2 In our opinion and according to the information and explanations given to us, the procedures of physically 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.

2.3 In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and no material discrepancies were noticed on such physical verification.

3. As informed to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, Accordingly the sub-clauses (a) and (b) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, the company has not accepted any deposits in terms of directives issued by the Reserve bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6. We have broadly reviewed the books of account maintained by the Company pursuant sub section (1) of Section 148 of the Companies Act and are of opinion that prima facie, the prescribed accounts and records have been maintained.

7. The company is generally regular in depositing undisputed statutory dues including Provident Fund, employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, cess, Wealth tax, Service Tax and any other statutory dues with the appropriate authorities and we have been informed that no arrears of outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they become payable.

7.2 Details of Disputed Statutory dues which have not deposited as on March 31,2015 on account of disputed matters pending before appropriate authorities are given below:

Name of Nature of Amount the Statute the Dues (Rs. in Lacs.)

Central Excise Excise Duty 40.43 Commissioner, Act 1944

Central Excise Excise Duty 263.24 Act 1944

Central Excise 15.30 15.30 Act 1944

Income Tax Income Tax 2.00 Act 1961

Income Tax Income Tax 33.43 Act 1961

Name of Period to which Forum where the Statute the amount relates pending

Central Excise Commissioner, 2011-12 Additional Meerut

Central Excise Act 1944 2007-08, 2008-09, CESTAT, Delhi 2009-10 & 2010-11

Central Excise Act 1944 2011-12, 2012-13 Commissioner (Appeal), & 2013-14 Surat

Income Tax Act 1961 A.Y. 2004-05 Income Tax Appellate Tribunal, Delhi

Income Tax Act 1961 A.Y. 2007-08 Income Tax Appellate Tribunal, Delhi

7.3 In our opinion and according to the information and explanations given to us, amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder have been transferred to such fund within time.

8. The Company has no accumulated losses at the end of the financial year under audit. The company has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

9. According to the information and explanations gives to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

10. According to the information and explanations gives to us, the Company has not given any guarantee for loans taken by others from banks or financial institution, the terms and conditions whereof are prejudicial to the interest of the company.

11. According to the information and explanations given to us, no term loans were obtained during the year under audit.

12. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year of our audit.

For SHAHID & ASSOCIATES Chartered Accountants (Firm Registration No. 002140C)

Date : 30th May, 2015

Place : Delhi (MOHD. SHAHID) Partner Membership No : 70408


Mar 31, 2014

We have audited the accompanying financial statements of Gulshan Polyols Limited ("the Company") which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (''the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material mis-statement of the financial statements. Whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge audit and belief were necessary for the purpose of our audit ;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss account & Cash flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT (Referred in Paragraph 1 under the heading of" Report on other Legal and Regulatory Requirements of our Report of even date)

I. In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

c) In our opinion, company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

II. In respect of Inventories :

a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were notified on physical verification of inventories as compared to book records.

III. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

a) To the records of the Company and information given to us, the Company has not granted any loan to any party during the year.

b) (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the Company.

e) According to the records of the Company and information given to us, the Company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s- 301 of the Companies Act 1956

IV. In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets, for the Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls system.

V. In respect of Transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed 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 in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, in respect of each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. The Company has accepted Fixed Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under and have complied with all the rules thereof.

VII. In our opinion, the Company has an adequate Internal Audit System commensurate with its size and nature of its business.

VIII. The Central Government has prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company .We have broadly reviewed the accounts & records of the Company in this connection and are of the opinion ,that prima facie, the prescribed accounts and records have been made and maintained .We have not, however ,carried out a detailed examination of the same.

IX. (a) According to the records of the company and explanations given to us, the company is regular in

depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, cess, Wealth tax, Service Tax and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than 6 months from the date of becoming payable.

(b) Details of Disputed Statutory dues which have not deposited as on March 31, 2014 on account of disputed matters pending before appropriate authorities are given below:

Name of Nature of Amount Period to which the Statute the Dues (Rsin Lacs.) the amount relates

Central Excise Excise Duty 44.92 2011-12 Act 1944

Central Excise Excise Duty 263.24 2007-08, 2008-09, Act 1944 2009-10 & 2010-11

Income Tax Income Tax 8.50 A.Y. 2003-04 Act 1961

Income Tax Income Tax 2.00 A.Y. 2004-05 Act 1961

Income Tax Income Tax 33.43 2007-08 Act 1961

Income Tax Income Tax 6.24 2009-10 Act 1961

Income Tax Income Tax 9.71 2011-12 Act 1961



Name of the Statute Forum Where Pending

Central Excise Additional Commissioner Meerut

Central Excise CESTAT Delhi

Income Tax Income Tax Appellate Tribunal Delhi

Income Tax Income Tax Appellate Tribunal Delhi

Income Tax Income Tax Appellate Tribunal Delhi

Income Tax Income Tax Appelllate Tribunal Delhi

Income Tax Commissioner of Income tax (Appeal) New Delhi

X. The Company has no accumulated losses and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

XI. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

XII. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other security.

XIII. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies Auditors Report (Amendment),Order 2003 is not applicable to the company.

XIV. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

XV. The Company has not given corporate guarantees for loans taken by others from Bank/Financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of Company.

XVI. According to the records of the company and according to the information and explanations given to us, term loans taken by the company were used for the purpose for which the loans were obtained.

XVII. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short term basis have not been used for long term investment during the year covered under audit.

XVIII. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

XIX. No debentures have been issued by the company during the year.

XX. The company has not raised any money by public issue during the year.

XXI. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES Chartered Accountants (Registration No. 002140C)

(MOHD. SHAHID) Partner Membership No : 70408

Date : May 28, 2014 Place : Delhi


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Gulshan Polyols Limited ("the Company") which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (''the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements. Whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge audit and belief were necessary for the purpose of our audit ;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

(Referred in Paragraph 3 of our Report of even date)

I. In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

c) In our opinion, company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

II. In respect of Inventories :

a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were notified on physical verification of inventories as compared to book records.

III. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

a) To the records of the Company and information given to us, the Company has not granted any loan to any party during the year.

b), (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the Company.

e) According to the records of the Company and information given to us, the Company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s-301 of the Companies Act 1956

IV. In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets, for the Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls system.

V. In respect of Transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed 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 in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, in respect of each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. The Company has accepted Fixed Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under and have complied with all the rules thereof.

VII. In our opinion, the Company has an adequate Internal Audit System commensurate with its size and nature of its business.

VIII. The Central Government has prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company .We have broadly reviewed the accounts & records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.

IX. (a) According to the records of the company and explanations given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, cess, Wealth tax, Service Tax and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more that 6 months from the date of becoming payable.

X. The Company has no accumulated losses and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

XI. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

XII. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other security.

XIII. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies Auditors Report (Amendment),Order 2003 is not applicable to the company.

XIV. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

XV. The Company has not given any corporate guarantee for any loans taken by others from Bank/ Financial institutions.

XVI. According to the records of the company and according to the information and explanations given to us, term loans taken by the company were used for the purpose for which the loans were obtained.

XVII. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short term basis have not been used for long term investment during the year covered under audit.

XVIII. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

XIX. No debentures have been issued by the company during the year.

XX. The company has not raised any money by public issue during the year.

XXI. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES

Chartered Accountants

(Registration No. 002140C)

Date : 25th May, 2013

Place : Delhi (MOHD. SHAHID)

Partner

Membership No : 70408


Mar 31, 2012

We have audited the attached Balance Sheet of GULSHAN POLYOLS LIMITED as at 31st March 2012, the Statement of Profit & 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material mis-statement. 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies Auditor's Report (Amendment) Order 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in Paragraphs 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 explanations, which, to the best of our knowledge and belief, were necessary for the purposes 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 the books of the Company.

(iii) The Balance Sheet, the statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

(iv) In our opinion, the Balance Sheet, the statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) In our opinion and to the best of our information and according to the explanations given to us, none of the Directors is, as at 31st March, 2012, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-section (1) of the 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 financial statements read together with the significant Accounting Policies and the other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and present 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 and;

(b) In the case of the statement of Profit & Loss, of the Profit for the year ended on that date.

(c) 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

(Referred in Paragraph 3 of our Report of even date)

1. In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

c) In our opinion, company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of Inventories :

a) As explained to us, physical verification of inventory has been conducted by the Management a reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were notified on physical verification of inventories as compared to book records.

3. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

a) To the records of the Company and information given to us, the Company has not granted any loan to any party during the year.

b) (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the Company.

e) According to the records of the Company and information given to us, the Company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s- 301 of the Companies Act 1956

4. In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets, for the Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls system.

5. In respect of Transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed 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 in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, in respect of each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has accepted Fixed Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under and have complied with all the rules thereof.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with its size and nature of its business.

8. The Central Government has prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company .We have broadly reviewed the accounts & records of the Company in this connection and are of the opinion ,that prima facie , the prescribed accounts and records have been made and maintained .We have not, however ,carried out a detailed examination of the same.

9. (a) According to the records of the company and explanations given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, cess, Wealth tax, Service Tax and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more that 6 months from the date of becoming payable.

(b) Details of dues of Income Tax, Sales Tax , Service Tax , Customs Duty , Excise duty, Cess which have not deposited as on March 31, 2012 on account of disputes are given below:

Name of the Statute Nature of Amount Period to Forum where the Dues (Rs.in the Amount pending Lacs.) relates

Central Excise Act Excise Duty 8.94 2009-10 Commissioner 1944 (Appeal)

Central Excise Act Excise Duty 288.23 2006-07, Commissioner 1944 2007-08, 2008-09, 2009-10& 2010-11

Income Tax Act Income Tax 52.03 2006-07 Commissioner 1961 of Income Tax (Appeal)

10. The Company has no accumulated losses and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other security.

13. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies Auditors Report(Amendment),Order 2003 is not applicable to the company.

14. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. The Company has not given any corporate guarantee for any loans taken by others from Bank/ Financial institutions.

16. According to the records of the company and according to the information and explanations given to us, term loans taken by the company were used for the purpose for which the loans were obtained.

17. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short term basis have not been used for long term investment during the year covered under audit.

18. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

19. No debentures have been issued by the company during the year.

20. The company has not raised any money by public issue during the year.

21. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES

Chartered Accountants

(Registration No. 00214DC)

(MOHD. SHAHID)

Date : 25th May, 2012 Proprietor

Place: Delhi Membership No. : 70408


Mar 31, 2010

We have audited the attached Balance Sheet of GULSHAN POLYOLS LIMITED as at 31st March 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material mis-statement. 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies Auditors Report (Amendment) Order 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in Paragraphs 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 explanations, which, to the best of our knowledge and belief, were necessary for the purposes 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 the books of the Company.

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956. Subject to Note No.-8 of Notes on accounts. (v) In our opinion and to the best of our information and according to the explanations given to us, none of the Directors is, as at 31st March, 2010, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-section (1) of the 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 financial statements subject to Note no.- 8 of notes on accounts read together with the significant Accounting Policies and the other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and present 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, 2010 and;

(b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

(c) 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 (Referred in Paragraph 3 of our Report of even date)

1. In respect of Fixed Assets :

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion, company have not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of Inventories :

(a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were notified on physical verification of inventories as compared to book records.

3. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

(a) Company has not taken any Loans, Secured or Unsecured from the Companies, firms or Other Parties covered in the register maintained u/s-301of the Companies Act 1956 Consequently, the requirement of clause (iii) (f) and(iii)(g) of paragraph 4 of the Order are not applicable. However it has given Loan of Rs. 20,87,017 durring the year to one Company under the same management Maximum amount outstanding at any time Rs. 27,16,817 (P.Y Rs.6,29,800) and the Year end balance is Rs. 27,16,817 (P.Y Rs.6,29,800).

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans given are not prima facie prejudicial to the interest of the company, However there is no stipulation as regards the interest on such loan.

(c) The principal amount is repayable on demand and there is no repayment schedule.

(d) In respect of said loan, the same is repayable on demand and therefore the question of overdue amount does not arise.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets , for the Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls system.

5. In respect of Transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed 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 in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, in respect of each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has accepted Fixed Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under and have complied with all the rules thereof.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with its size and nature of its business.

8. The Central Government has prescribed the maintenance of Cost Records under section 209(1 )(d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company .We have broadly reviewed the accounts & records of the Company in this connection and are of the opinion that prima facie , the prescribed accounts and records have been made and maintained .

We have not,however .carried out a detailed examination of the same.

9. (a) According to the records of the company and explanations given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection - Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, cess, Wealth tax, Service Tax and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more that 6 months from the date of becoming payable.

(b) As explained to us and information given to us, there are no dispute in case of dues of Sales Tax/ Income Tax/ Custom Duty / Wealth Tax/Service Tax/ Excise Duty/ Cess.

10. The Company has no accumulated losses and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other security.

13. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies Auditors Report(Amendment),Order 2003 is not applicable to the company.

14. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. The Company has not given any corporate guarantee for any loans taken by others from Bank/ Financial institutions.

16. According to the records of the company and according to the information and explanations given to us, term loans taken by the company were used for the purpose for which the loans were obtained.

17.. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short term basis have not been used for long term investment during the year covered under audit.

18. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

19. No debentures have been issued by the company during the year.

20. The company has not raised any money by public issue during the year.

21. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES Chartered Accountants

(MOHD. SHAHID)

Date : 27th May, 2010 Proprietor

Place : Delhi Membership No. 70408