Auditor Report of Hipolin Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the companies Act 2013 ("the Act") with respect to 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 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 ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give 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 Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the internal control 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, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 31st March, 2015;

b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date, and

c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 ("the Order"), as amended, issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 aforesaid financial statements comply with the Accounting Standards specified under section 133 of the act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the Directors as on 31st March, 2015 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; and.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 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 - Refer Note 29 to the financial statement;

II The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

III There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended on 31st March 2015.

Annexure to Independent Auditors' Report

Annexure referred to in our Independent Auditors' Report to the members of Hipolin Limited (the company) on the financial statements for the year ended 31st March, 2015. We report that:

1. In respect of its Fixed Assets:

a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b. As explained to us, all the fixed assets have been physically verified by the management in a 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;

2. In respect of inventories:

a. Physical verification of inventory has been conducted at reasonable intervals by the management;

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. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

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. During the course of audit, we have not observed any major weaknesses in internal control system.

5 The company has not accepted any deposit from the public.

6 We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India, maintenance of cost records has been prescribed under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

7 According to the information and explanations given to us in respect of statutory and other dues:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, sales tax, wealth tax, service tax, duty of customs, value added tax, cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, have not been deposited by the Company on account of disputes;

Sr. Name of Nature of Period to No. the Statute Dues which amount relates (F.Y.)

1 Income Income Tax 2011-12 Tax Act, 1961 and interest

Sr. Name of Forum where Amount No. the Statute dispute is (in Rs.) pending

1 Income Commissioner 42,69,220 Tax Act, 1961 of Income Tax (Appeal)

Total 42,69,220

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended on 31st March 2015.

8 The Company has incurred loss of Rs.34,16,078 during the financial year 2014-15.

9 The company has not defaulted in the repayment of term loan from bank. The company did not have any outstanding dues to financial institution or debenture holders during the year.

10 In our opinion and 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.

11 According to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the company for the purpose for which they were raised.

12 According to the information and explanations given to us, during financial year no fraud on or by the company has been noticed or reported during the course of our audit.

Date : May 28, 2015 For Harish S. Patel & Co. Place : Ahmedabad Chartered Accountants (Firm Reg. No.103551W)

Harish S. Patel Proprietor Membership No. No.:8497

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s 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") read with the General Circular 15/2013 dated13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of 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 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the 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 the 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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 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 the 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 the Cash Flow Statement comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act,1956 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; and

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of section 274 (1) (g) of Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in our report to the members of Hipolin Limited (the Company) for the year ended 31st March, 2014. We report that;

1. In respect of its fixed assets;

[a] The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

[b] As explained to us, all the assets have been physically verified by the management in a 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 revalued its fixed assets

[d] In our opinion, the company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. In respect of inventories :

[a] Physical verification of inventory has been conducted at reasonable intervals by the management ;

[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. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has neither granted or taken any loan; secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Consequently, requirement of clauses 3[iiib], 3[iiic[, 3[iiie], 3[iiif[ and 3[g] of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regards to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and also with regards to the sale of goods. During the course of our audit, no major weaknesses in internal control had come to our notice.

5. In our opinion and according to the information and explanations given to us, the Company has not made any transaction of purchase of goods and materials and sale of goods, materials and services pursuance of contract or agreement which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public as per the provisions of sections 58A, 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, maintenance of cost records has been prescribed under clause (d) of sub-section (1) of section 209 of Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. According to the information and explanations given to us in respect of statutory and other dues :

(a) In our opinion and according the information and explanations given to us and according to the records of the company, provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally and regularly deposited with the appropriate authorities.

(b) According to the information and explanation given to us, there was no undisputed liability of income-tax, Wealth-tax, Sales-tax, Custom duty and Excise duty which is remaining outstanding for a period of more than six months as at 31st March 2014.

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by out audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders

12. 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.

13. The provisions of special statute applicable to chit fund, nidhi/ mutual benefit fund/ societies are not applicable to the Company.

14. The Company is neither dealing nor trading in shares, securities, debentures and other investments. However in respect of long term investments, proper records in respect of shares, securities, debentures and other investments are maintained and timely entries are made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new terms loans during the period. The terms loans outstanding at the beginning of the period were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on overall examination of the Balance Sheet and Fund Flow Statement of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. According to the information and explanations given to us, during the period covered by our audit report, 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.

19. No debentures have been issued by the Company and hence question of creating securities or charge in respect thereof does not arise.

20. The Company has not raised money by way of public issue during the period

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period that causes the financial statements to be materially misstated.

For, HARISH S. PATEL & CO. Chartered Accountants. [Firm Reg. No. 103551W]

Sd/-

Place : Ahmedabad [HARISH S. PATEL] Date : 29/05/2014 PROPRIETOR. Membership No. 008497

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s 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 Standards referred to in sub-section (3C) of section 211 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 vye comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the 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 the Management, as well as evaluating the overall presentation ofthe 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 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 31st March, 2013;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 sub-section (4A) of section 227 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 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 the 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 the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act. .

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

Annexure Referred to in Paragraph 3 of our report of even date:-

1. In respect of its fixed assets:

[a] The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. All the assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

[b] The Company has not revalued its fixed assets

[c] In our opinion, the company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. The Stock has been verified during the period by the management. In our opinion, the frequency of verification is reasonable & adequate in relation to the size of the company and the nature of its business. The discrepancies noticed on verification between the books records and physical stock was not material. On the basis of our examination of the records, we are of the opinion that, the valuation of stock is fair and proper in accordance with the normally accepted accounting principles and on the same basis as in the preceding period.

3. The Company has neither granted or taken any loan; secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Consequently requirement of clauses 3[iiib], 3[iiic[, 3[iiie], 3[iiif[ and 3[g] of paragraph 4 of the Order are not applicable.

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 regards to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and also with regards to the sale of goods. During the course of our audit, no major weaknesses in internal control had come to our notice.

5. In our opinion and according to the information and explanations given to us, the Company has not made any transaction of purchase of goods and materials and sale of goods, materials and services pursuance of contract or agreement which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. Directives, issued by the Reserve Bank of India & the provisions of the Section 58-A of the Companies Act, 1956 and the rules framed there under are not applicable as the Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Government for maintenance of cost record U/s 209(1 )(d) of the companies act, 1956 for the products manufactured by the Company. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the cost records.

9. [a] In our opinion and according the information and explanations given to us and according to the records of the company, provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally and regularly deposited with the appropriate authorities.

[b] According to the information and explanation given to us, there was no undisputed liability of income-tax, Wealth-tax, Sales-tax, Custom duty and Excise duty which is remaining outstanding for a period of more than six months as at 31 st March 2013.

10. The Company does not have any accumulated losses and has not incurred cash loss during the current financial year covered by out audit and the immediately preceding financial years. ''

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or 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, therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

13. 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 (Audit''s Report) Order, 2003 are not applicable to the company.

14. The Company is neither dealing nor trading in shares, securities, debentures and other investments. However in respect of long term investments, proper records in respect of shares, securities, debentures and other investments are maintained and timely entries are made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new terms loans during the period. The terms loans outstanding at the beginning of the period were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on overall examination of the Balance Sheet and Fund Flow Statement of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. According to the information and explanations given to us, during the period covered by our audit report, 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. .

19. No debentures have been issued by the Company and hence question of creating securities or charge in respect thereof does notaries.

20. The Company has not raised money by way of public issue during the period

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been notices or reported during the period that causes the financial statements to be materially misstated.

For, HARISH S. PATEL & CO.

Chartered Accountants.

[Firm Reg. No. 103551W]



Sd /-

Place: Ahmedabad [HARISHS.PATEL]

Date : 30/05/2013 PROPRIETOR.

Membership No. 008497

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Mar 31, 2012

1. We have audited the attached Balance Sheet of HIPOLIN LIMITED as at 31st March 2012 together with the Profit and Loss Account of the Company and Cash Flow Statement for the period 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 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, evidences 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 presentations. We believe that our audit provides a reasonable basis for our opinion.

3. 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 the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the annexure a statement on the matters specified in Paragraphs 4 & 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 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 the books;

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of account;

d) In our opinion the Profit and Loss account, the Balance sheet and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of CompaniesAct, 1956.

e) On the basis of written representations received from the directors and taken on record, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a 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 statement of accounts read with significant accounting policies and notes thereon gives 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 the affairs of the Company as at

31 st March 2012. (ii) In the case of the STATEMENT OF PROFIT & LOSS ACCOUNT, of the LOSS of the Company for the year ended on that date; and (iii) In the case of the CASH FLOW STATEMENT, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure Referred to in Paragraph 3 of our report of even date.-

1. In respect of its fixed assets:

[a] The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. All the assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

[b] The Company has not revalued its fixed assets

[c] In our opinion, the company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. The Stock of securities has been verified during the period by the management. In our opinion, the frequency of verification is reasonable & adequate in relation to the size of the company and the nature of its business. The discrepancies noticed on verification between the books records and physical stock was not material. On the basis of our examination of the records, we are of the opinion that, the valuation of stock is fair and proper in accordance with the normally accepted accounting principles and on the same basis as in the preceding period.

3. The Company has neither granted or taken any loan; secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Consequently requirement of clauses 3[iiib], 3[iiic[, 3[iiie], 3[iiif[and 3[g] of paragraph 4 of the Order are not applicable.

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 regards to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and also with regards to the sale of goods. During the course of our audit, no major weaknesses in internal control had come to our notice.

5. In our opinion and according to the information and explanations given to us, the Company has not made any transaction of purchase of goods and materials and sale of goods, materials and services pursuance of contract or agreement which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. Directives, issued by the Reserve Bank of India & the provisions of the Section 58-A of the Companies Act, 1956 and the rules framed there under are not applicable as the Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Government for maintenance of cost record U/s 209(1 )(d) of the companies act, 1956 for the products manufactured by the Company. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

9. [a] In our opinion and according the information and explanations given to us and according

to the records of the company, provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally and regularly deposited with the appropriate authorities.

[b] According to the information and explanation given to us, there was no undisputed liability of income-tax, Wealth-tax, Sales-tax, Custom duty and Excise duty which is remaining outstanding for a period of more than six months as at 31 st March 2012.

10. The Company has accumulated losses. The Company has not incurred cash loss during the current financial year and/or the immediately preceding financial years.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or 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, therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

13. 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 (Audit's Report) Order, 2003 are not applicable to the company.

14. The Company is neither dealing nor trading in shares, securities, debentures and other investments. Proper records in respect of shares, securities, debentures and other investments are maintained and timely entries are made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any new terms loans during the period. The terms loans outstanding at the beginning of the period were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on overall examination of the Balance Sheet and Fund Flow Statement of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. According to the information and explanations given to us, during the period covered by our audit report, 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.

19. No debentures have been issued by the Company and hence question of creating securities or charge in respect thereof does not arise.

20. The Company has not raised money by way of public issue during the period

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been notices or reported during the period that causes the financial statements to be materially misstated.

For, HARISH S. PATEL & CO. Chartered Accountants.

[Firm Regi. No. 103551W] Sd/-

Place: Ahmedabad [ HARISH S. PATEL]

Date : 27/08/2012 PROPRIETOR.

Membership No. 008497

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Mar 31, 2010

1. We have Audited the attached Balance Sheet of HIPOLIN LIMITED as at 31st MARCH, 2010 and also 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.

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 misstatements. An audit includes, examining on a test basis, evidences 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 provided 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 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 enclose in the annexure a statement on the matter specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above:

a) we have 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 accounts as required by law have been kept by the company so far as it appears form our examination as of such books of accounts.

c) The Balance Sheet the Profit and Loss accounts, and cash flow statement dealt with by the report are in agreement with the books of accounts.

d) In our opinion the Profit & Loss Account, Balance sheet, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956.

e) On the basis of written representation received form the directors and taken on record, we report that none of the director is disqualified as on 31s1 March,2010 from being appointed as a 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 statement of accounts read with significant accounting policies and notes thereon gives the informations required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principle generally accepted in India :-

(i) In the case of BALANCE SHEET of the state of affairs of the Company as at 21st,March,2010.

(ii) In the case of PROFIT & 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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3of our report of even date)

1. In respect of its fixed assets:

[a] The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets. All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

[b] In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. The Stock of finished goods, packing materials and raw materials have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable & adequate in relation to the size of the company and the nature of its business. The discrepancies noticed on verification between the books records and physically stock were not material. On the basis of our examination of the stock record, we are of the opinion that, the valuation of stock is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. The Company has not granted/taken any loans secured and unsecured loans, to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of clauses (iii.b), (iii.c), 9iii,e), 9iii,f) and iii,g) of paragraph 4 of the order are not applicable.

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 regards to purchase of stores, raw materials including components. Plant and machinery, equipment and other assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to connect major weaknesses in such internal controls

5. In our opinion and according to the information and explanation given to us, the Company has not made any transactions of purchase of goods and materials and sale of goods, materials and services, in pursuance of contracts or agreements which need to be entered in the registers maintained under section 301 of the Company Act. 1956.

6. Directions, issued by the Reserve Bank of India & the provisions of the Section 58-A of the Companies Act. 1956 and the rules framed there under are not applicable as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has 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 order made by the Government for maintenance of cost record u/s.209 (1)(d) of the Companies Act. 1956 for the products manufactured by the company. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

9. [a] In our opinion and according to the information and explanation given to us, according to the records of the company, provident fund, Investor Education and Protection Fund, Employees State Insurance Income tax, Sales tax, Wealth Tax, Customs Duty, Excise Duty , Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

[b] According to the information and explanation given to us, there was no undisputed liability of income tax, Wealth tax, Sales tax, Custom duty and Excise duty which is remaining outstanding for a period of more than six months as at 31s March, 2010 except as stated in ©below from the date they become payable. [c] Accounting to the information and explanations given to us, details of dues of sales tax, Income tax which have not been deposited as on 31s1 March,2010 on account of any dispute are given below:

Particulars Financial year to which the Forum where matter Amount Matter pertains is pending Rs.

Sales Tax 1993 94 Tribunal (Orissa) 10,46,066

The Company does not have any accumulated losses and has not incurred Cash losses during the financial year covered by out audit and the immediately preceding financial year.

10. In our opinion and according to be information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

11. According to the information and explanation 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. Therefore, the provisions of clause 4 (xii) of the Companies (Auditors Report) Order, 2003. are not applicable to the Company.

12. In our opinion, the provisions of clause 4 (xii) of the Companies (Audits Report) Order, 2003. are not applicable to the company.

13. The Company is not dealing in shares, securities, debentures and other investments. The Company has invested its surplus funds in mutual funds and shares on long term basis. Proper records in respect of shares , securities, debentures and other investments are maintained and timely entries are made therein. All shares , securities , debentures and other investments have been held by the Company in its own name.

14. The company has not given guarantees for loans taken by others form banks or financial institutions.

15. In our opinion and according to the information given to us, the term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

16. Account to the information and explanations given to us, the cash flow statement examined by us, we report that funds raised on short term basis have not been used for long term.

17. Account to the information and explanations given to us, during the period covered by our audit report, 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.

18. No debentures have been issued by the Company and hence the question of creating securities or charges in respect thereof does not arise.

19. The Company has not raised money byway of public issue during the year.

20. In our opinion 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 that causes the financial statement to be materially misstated.

For, HARISH S. PATEL & CO.

Chartered Accountants.

Date : 28/08/2010

Place: Ahmedabad [HARISH S. PATEL]

PROPRIETOR.

Membership No. 8497