Auditor Report of Indo Euro Indchem Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of INDO EURO INDCHEM LIMITED ("the company"), which comprises the Balance Sheet as at 31st March, 2015 and the statement of Profit & 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

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 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 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under the Section 143(10) of 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 misstatement.

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 control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over reporting and 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained are 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, of the state of affairs of the Company as at 31st March, 2015 and its profit and loss and its 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 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement of 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, Statement of Profit and Loss, and Cash Flow Statement dealt with 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 written representations received from the Directors as on March 31, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015, from being appointed as a Director in terms of section 164 (2) of the Companies Act, 2013.

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) There are no pending litigation which may impact on its financial position in financial statements as of 31st March, 2015:

ii) The company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

The Annexure to the Independent Auditor's Report

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirement's section of our report of even date)

1. In respect of its fixed assets of the company:

(a) The company is preparing the old records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed Assets of the Company were physically verified by the management at the year end from record available and according to the information and explanations given to us, no material discrepancies were noticed on physical verification carried out during the financial year.

2. In respect of its inventories of the Company:

(a) As explained to us, the inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and as informed, no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted by the company to companies or other

parties covered in the register maintained under section 189 of the Companies Act, 2013:

a. The company has given loan and advances to related party and others. In respect of the said loan and advances the maximum amount outstanding at any time during the year was Rs.7.44Crore and the year ended balance is Rs.3.56 Crore.

b. In our opinion and according to the information and explanations given to us, the rate of interest, and other terms and conditions, are not prima facie prejudicial to the interest of the Company.

c. The principal amounts are repayable, while the interest is payable annually at the discretion of the borrower.

d. In respect of the said loans and interest thereon, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, In our opinion and according to the information and explanations given to us, having regard to the explanations on certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, except that there is an adequate internal control system commensurate with size of the Company and the nature of its business, for purchases of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examinations of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. The company has not accepted any deposits from the public in accordance with the provision of the sections 73 to 76 of the Act and the rules framed there under.

6. The company is Trading Company, thus cost records are not applicable to the company.

7. According to the information and explanations given to us, in respect of Statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including, income tax, sales tax, service tax, custom duty, excise duty,cess and other statutory dues applicable with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Income Tax, Value Added Tax, Service Tax, custom duty, excise duty, cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months form the date they become payable

c) The company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made there under

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

9. In our opinion and according to the information and explanations given to us, the Company has made one time settlement with the Bank and have paid initial settlement amount in time and as inform to us wish to settle final dues except the said loan. There are no dues to financial institution or debenture holders.

10. In our opinion and according to the information and explanations given to us, the company has not given guarantee for any loan taken by others from banks or financial institutions to our knowledge.

11. During the year Company has not raised any term loan.

12. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For V. S. LALPURIA & COMPANY CHARTERED ACCOUNTANTS (Firm No. 105581W)

Sd/- (V. S. LALPURIA) Place : Mumbai Proprietor Date : 14.08.2015 Membership No. 15926

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of INDO EURO INDCHEM LIMITED formerly known as ( Rinku Polychem Limited) (''the Company"), which comprise the Balance Sheet as on 31st March, 2014 the Statement of Profit and Loss and Cash Flow Statement for the year than 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,

Auditor''s 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 statement 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 31st March, 2014.

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on the 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 statementon 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 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 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 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(l)(g) of the Act.

f. Attention is drawn to the following Notes on Schedule - XV, which effects the financial statements of the Company.

i) Note No. 3 Recording of Gratuity liability on cash basis contrary to AS-15 issued by the Institute of Chartered Accountants of India. If the total outstanding gratuity liabilities upto year is provided, the profit would be lower by Rs. 1,96,730/- and the liabilities will also increase to that extent.

ii) Note No. 5 No Contractual interest is provided on Bank Loans from Sangli Urban Co-op. Bank Ltd, @ 17% p.a. amounting to Rs.22,34,772/-, as the management is disputing the above interest liability. The Interest payable to banks shown as Short Term Loan are shown lower to the extent of Rs.2,40,68,551/- for the year and if total unprovided liability taken together with. interest amount would be Rs.3,72,14,271/-.

Considering the effect of (i) and (ii) the profit during the year would reduced by Rs.24,31,502/- and the accumulated profit will be converted into loss by Rs.l ,86,45,058/-. The loss for the year will be Rs.14,54,541/-. The Debit balance in Reserve & Surplus Account will be Rs.l,86,45,058/- excepting Capital Reserve and the Short Term borrowing will be Rs.3,72,14,271/ .

g. Further attention is drawn to the following notes on Schedule XV, whose impact on the Company''s financial Statements is presently not ascertainable

Note No. 9:- Share Certificates of Sangli Co-op. Bank Ltd. in which the Company has invested, but the verification of same not possible as Physical Certificates not received from Co-operative Bank. We are unable to comment of the physical receipt of Share Certificates and amount recoverable on such investment.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in paragraph 2 of the Auditors'' Report of even date to the Members of INDO EURO INDCHEM LIMITED formerly known as (Rinku Polychem Limited.) on the accounts for the year ended 31st March, 2014

I. a) The Company has still to prepare records showing full particulars , including quantitative details and situation of all its fixed assets.

b) As informed to us, the fixed assets of the Company were physically verified by the management during the financial year and according to the information and explanations given to us, no material discrepancies were noticed on physical verification carried out during the financial year and all assets exist are in good condition.

c) In our opinion and according to the information and explanations given to us the Company has disposed-off major assets during earlier year and have utilised the money received for business, thus may not affect on the going concern status.

II. a) As per the information furnished , the inventories have been physically verified during the year at reasonable interval by the management,

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. As informed no discrepancies were noticed on physical verification of stock with book record.

III. In respect of loans, secured or unsecured granted by the Company from and to Companies, Firms or other parties no upto date register under section 301 of the Companies Act, 1956 are maintained by the Company however the management has assured to complete the records.

a) The Company has granted loans to eleven parties related to Directors, the maximum loan amount outstanding as Rs.6,57,60,404/- and the year end balance is Rs.6,1 l,75,404/-(Incl. Interest Free Loan of Rs.4,5 0,000/-)

b) In our opinion and according to the information and explanations given to us the rate of interest and other terms and condition of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) The principle amounts of loans are received while the interest are credited or received annually.

d) In respect of the said loans and interest thereon there are no overdue amount.

e) The Company had not taken any unsecured loans from Directors and their relatives nor updated the Register under section 301 of the Companies Act, 1956. The management is updating the record.

IV. In our opinion and according to the information and explanations given to us, there are interna] control procedures commensurate with size of the Company and the nature of its business with regards to purchases and for the sale of goods. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, management is still trying to correct the weaknesses in the internal controls procedure.

V. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions in which Directors were interested and which were required to be entered into the Register maintained under section 301 have not been updated.

b) In our opinion and according to the information and explanations given to us, there are transactions exceeding the value of five lakhs rupees made during the year, in pursuance of contracts or arrangements which are still required to be registered in the register maintained under section 301 which have not been updated.

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 5 8AA or any other relevant provisions of the Act, and its rules and also the directives of Reserve Bank of India with regards to acceptance of deposits from public. No order has been passed by the Company Law Board, or National Company Law, Tribunal or Reserve Bank of India or any other Tribunal.

VII. In our opinion, the Company has no internal audit system commensurate with the size of the Company and the nature of its business nor does it have proper and adequate internal checks system for business operation.

VIII. We have been informed that maintenance of cost records and accounts has not been prescribed by the Central Government of India under Section 209(1) (d) of the Act,

IX. a) As Certified by the Board of Directors, the Company is not covered under Provident Fund and Employee''s State Insurance Act.

Further according to the information and explanation given to us and we have noticed that the Company has to pay as under: -

a) Share refund money payable to

Investor Education & Protection Fund Rs. 10,500

b) Income Tax A.Y. 1998-99 Rs. 74,582

Income Tax A.Y. 2000-01 Rs. 53,788

except the above there are no undisputed amounts payable in respect of investor education and protection fund, income tax , sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues wherever applicable outstanding as at 31st March. 2014 for a period of more than six months from the date they became payable.

b) As per information and explanations given to us and on the basis of our examination of the documents and records of the Company the management has informed to us that there are no disputed statutory dues pending which have not been deposited with appropriate authorities.

X. The Company has no accumulated book losses as on 31st March, 2014, but our qualification if taken into consideration and accounted ,the total losses are more than 50% of its net worth. It has not incurred any cash losses during the financial year and in the preceding financial year.

XI. According to information and explanation given by the management the Company has defaulted in payment to Sangli Co-op. Bank Ltd. Rs.l ,31,45,720/- since, 1998 (16 years), and no interest provision is made on above loans (refer note no. 5 to Note-25B) due to dispute on outstanding dues.

XII. Based on our examination of the records and the information and explanation given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

XIV. In our opinion the Company is not a dealer and trader in shares, securities, debentures and other securities. Accordingly, the provisions of clause 4 (XIV) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XV. In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

XVI. According to the information and explanations given to us, no term loans has been raised by the Company during the year.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised during the year on short term basis have been used for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX, During the year covered by our audit report the Company has not issued any secured debentures against securities.

XX, The Company has not raised any money by public issues during the year covered by our report.

XXI, During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For V.S. LALPURIA & COMPANY CHARTERED ACCOUNTANTS (FIRM NO.105581W)

Sd/- (V. S. LALPURIA) PLACE : MUMBAI PROPRIETOR DATED : 30th May 2014 M.NO. 15926

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Mar 31, 2011

We have Audited the attached Balance Sheet of M/S. RINKU POLYCHEM LIMITED., as on 31st March, 2011 and Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed there to. 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.

1) 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 include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A)of the Companies Act,1956,we annex hereto a statement on the matters specified in paragraph 4 & 5 of the said order.

3) Further to our comments in the annexure referred to in paragraph 2 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 accounts as required by the law have been kept by the Company so far as it appears from our examination of the books of the Company.

c. The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d. In our opinion the Balance Sheet and the profit & Loss Account and Cash Flow Statement complies with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 except AS-15 Accounting for Retirement Benefits in the Financial Statement of Employers (Refer Note No. 3).

e. On the basis of written representations received from the Directors and taken on record by Board of Directors, we report that, none of the said Directors of disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of Sub-section (1) of section 274 of the Companies Act, 1956.

f. Attention is drawn to the following Notes on Schedule - XV, which effects the financial statements of the Company.

i. Note No. 3 :- Recording of Gratuity liability on cash basis contrary to AS- 15 issued by the Institute of Chartered Accountants of India. If the total outstanding gratuity liabilities up to year is provided, the profit would be lower by Rs.1,96,730/- and the liabilities will also increase to that extent.

ii. Note No. 5 :- No Contractual interest is provided on Bank Loans from Sangli Urban Co-op. Bank Ltd. @ 17% p.a. amounting to Rs.1,73,64,235/-, as the management is disputing the above interest liability and are of mind to settle disputes. The Interest paid to banks and unsecured loans are shown lower to the extent of Rs.1,73,64,235/- for the year and if total un provided liability taken together with, the interest amount would be Rs.3,05,09,955/-.

Considering the effect of (i) and (ii) the profit during the year would change into loss for Rs.1,65,44,346/- and the accumulated profit will be converted into loss by Rs.1,56,21,914/-. The loss for the year will be Rs.18,07,977/-. The Debit balance in Profit and Loss Account will be Rs.1,56,21,914/- and the unsecured loans will be Rs.3,05,09,955/ .

g. Further attention is drawn to the following notes on Schedule XV, whose impact on the Company's financial Statements is presently not ascertainable

i. Note No. 9:- Share Certificates of Sangli Co-op. Bank Ltd. in which the Company has invested, but verification not possible as Physical Certificates not received from Co-operative Bank. We are unable to comment of the physical receipt of Share Certificates and amount recoverable on such investment.

h. In our opinion and on the basis of our information and according to the explanations given to us, the annexed accounts subject to read with other Notes and Accounting Policies gives the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting practices generally accepted in India.

i. In the case of Balance Sheet, of the State of the Company's Affairs as at 31st March, 2011 and;

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

iii. In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in paragraph 2 of the Auditors' Report of even date to the Members of Rinku Polychem Limited. on the accounts for the year ended 31st March, 2011

I. a) The Company has still to prepare records showing full particulars , including quantitative details and situation of all its fixed assets.

b) As informed to us, the fixed assets of the Company were physically verified by the management during the financial year and according to the information and explanations given to us, no material discrepancies were noticed on physical verification carried out during the financial year and all assets exist in good condition.

c) In our opinion and according to the information and explanations given to us the Company has disposed-off major assets during the year and have utilised the money received hence may not affect on the going concern status.

II. a) As per the information furnished , the inventories have been physically verified during the year at reasonable interval by the management.

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. As informed no discrepancies were noticed on physical verification of stock with book record.

III. a) In respect of loans, secured or unsecured granted by the Company from and to Companies, Firms or other parties no up to date register under section 301 of the Companies Act, 1956 are maintained by the Company however the management has undertaken to complete the records.

The Company has not granted any loan or advance in the nature of loans to any person specified in the Register under section 301 of the Companies Act, 1956. Thus no question of payment of interest and repayment does not came.

b) The Company had not taken any loans unsecured loans from Directors and their relatives, nor up to date register under section 301 of the Companies Act, 1956. The management is updating the record.

IV. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with size of the Company and the nature of its business with regards to purchases and for the sale of goods. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, management is still trying to correct the weaknesses in the internal controls procedure.

V. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions in which directors were interested and which were required to be entered into the register maintained under section 301 have not been updated.

b) In our opinion and according to the information and explanations given to us, there are transactions exceeding the value of five lakhs rupees made during the year, in pursuance of contracts or arrangements which are still required to be registered in the register maintained under section 301 which have not been updated.

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA or any other relevant provisions of the Act, and its rules and also the directives of Reserve Bank of India with regards to acceptance of deposits from public. No order has been passed by the Company Law Board, or National Company Law, Tribunal or Reserve Bank of India or any other Tribunal.

VII. In our opinion, the Company has no internal audit system commensurate with the size of the Company and the nature of its business nor does it have proper and adequate internal checks system for business operation.

VIII. We have been informed that maintenance of cost records and accounts has not been prescribed by the Central Government of India under Section 209(1) (d) of the Act.

IX. a) As Certified by the Board of Directors, the Company is not covered under Provident Fund and Employee's State Insurance Act.

Further according to the information and explanation given to us and we have noticed that the Company has to pay as under:-

a) Share refund money payable to Rs.10,500 Investor Education & Protection Fund

b) Income Tax A.Y. 1998-99 Rs.74,582

Income Tax A.Y. 2000-01 Rs.53,788

except the above there are no undisputed amounts payable in respect of investor education and protection fund, income tax , sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues wherever applicable outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

b) As per information and explanations given to us and on the basis of our examination of the

documents and records of the Company the management has informed to us that there are no disputed statutory dues pending which have not been deposited with appropriate authorities.

X. The Company has no accumulated book losses as on 31st March, 2011, but our qualification if taken into consideration and accounted ,the total losses are more than 50% of its net worth. It has not incurred cash losses during the financial year and in the preceding financial year.

XI. According to information and explanation given by the management the Company has defaulted in payment to Sangli Co-op. Bank Ltd. Rs.1,31,45,720/- since, 1998 (13 years), and no interest provision is made on above loans (refer note no. 5 to Schedule-XV) due to dispute on outstanding dues.

XII. Based on our examination of the records and the information and explanation given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

XIV. In our opinion the Company is not a dealer and trader in shares, securities, debentures and other securities. Accordingly, the provisions of clause 4 (XIV) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

XV. In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

XVI. According to the information and explanations given to us, no term loans has been raised by the Company during the year.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised during the year on short term basis have been used for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. During the year covered by our audit report the Company has not issued any secured debentures against securities.

XX. The Company has not raised any money by public issues during the year covered by our report.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For V.S. LALPURIA & COMPANY

CHARTERED ACCOUNTANTS

Sd/-

PLACE : MUMBAI (V.S.LALPURIA)

DATED : 31.5.2011 PROPRIETOR

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Mar 31, 2010

We have Audited the attached Balance Sheet of M/S. RINKU POLYCHEM LIMITED., as on 31st March, 2010 and Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed there to. 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.

1) 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 include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A)of the Companies Act,1956,we annex hereto a statement on the matters specified in paragraph 4 A 5 of the said order.

3) Further to our comments in the annexure referred to in paragraph 2 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 accounts as required by the law have been kept by the Company so far as it appears from our examination of the books of the Company.

c. The Balance Sheet and Profit A Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d. In our opinion the Balance Sheet and the profit & Loss Account and Cash Flow Statement complies with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 except AS-15 Accounting for Retirement Benefits in the Financial Statement of Employers (Refer Note No. 4).

e. On the basis of written representations received from the Directors and taken on record by Board of Directors, we report that, none of the said Directors of disqualified as on 31st 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. Attention is drown to the following Notes on Schedule - XV, which effects the financial statements of the Company.

i. Note No. 4 :- Recording of Gratuity liability on cash basis contrary to AS-15 issued by the Institute of Chartered Accountants of India. If the total outstanding gratuity liabilities upto year is provided, the profit would be lower by Rs.1,96,730/- and the liabilities will also increase to that extent.

ii. Note No. 6 :- No Contractual interest is provided on Bank Loans from Sangli Urban Co-op. Bank Ltd. @ 17% p.a. amounting to Rs.1,51,29,463/-, as the management is disputing the above interest liability and are of mind to settle disputes. The Interest paid to banks and unsecured loans are shown lower to the extent of Rs.1,51,29,463/- for the year and if total unprovided liability taken together ,the interest amount would be Rs.9,09,80,587/-.

Considering the effect of (i) and (ii) the loss during the year would increase by Rs.1,52,56,824/- and bought forward losses would increase by Rs.9,11,77,317/-. The loss for the year will be Rs.1,51,87,455/-. The Debit balance in Profit and Loss Account will be Rs.9,10,97,229/- and the unsecured loans will be Rs.10,41,26,307/ and the current liabilities will be Rs.78,47,235/-.

g. Further attention is drawn to the following notes on Schedule XV, whose impact on the Companys financial Statements is presently not ascertainable

i. Note No. 13:- Share Certificates of Sangli Co-op. Bank Ltd. in which

the Company has invested, but verification not possible as Physical Certificates not received from Co-operative Bank. We are unable to comment of the physical receipt of share certificates and amount recoverable on such investment.

h. In our opinion and on the basis of our information and according to the explanations given to us, the annexed accounts subject to read with other Notes and Accounts Policies gives the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting practices generally accepted in India.

i. In the case of Balance Sheet, of the State of the Companys Affairs as at 31st March, 2010 and;

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

iii. in the case of Cash Flow Statement of the Cash Flow for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT



Statement referred to in paragraph 2 of the Auditors Report of even date to the Members of Rinku Polychem Limited, on the accounts for the year ended 31st March, 2010

I. a) The Company has still to prepare records showing full particulars , including quantitative

details and situation of all its fixed assets.

b) As informed to us, the fixed assets of the Company were physically verified by the management during the financial year and according to the information and explanations given to us, no material discrepancies were noticed on physical verification carried out during the financial year and all assets exist in good condition.

c) In our opinion and according to the information and explanations given to us the Company has not disposed-off any assets during the year hence no affect on the going concern status.

II. a) As per the information furnished , the inventories have been physically verified during the year at reasonable interval by the management.

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. As informed no discrepancies were noticed on physical verification of stock with book record.

III. a) In respect of loans, secured or unsecured granted by the Company from and to Companies, Firms or other parties no upto date register under section 301 of the Companies Act, 1956 are maintained by the Company however the management has undertaken to complete the records.

The Company has granted not granted any loan or advance in the nature of loans to any person specified in the Register under section 301 of the Companies Act, 1956. Thus no question of payment of interest and repayment does not came.

b) The Company had not taken any loans unsecured loans from Directors and their relatives, nor upto date register under section 301 of the Companies Act, 1956. The management is updating the record.

IV. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with size of the Company and the nature of its business with regards to purchases and for the sale of goods. Further on the bGSis of our examination of the books and records of the Company and according to the information and explanations given to us, management is trying to correct the weaknesses in the internal controls procedure.

V. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions in which directors were interested and which were required to be entered into the register maintained under section 301 have not been updated.

b) In our opinion and according to the information and explanations given to us, there are no transactions exceeding the value of five lakhs rupees made during the year however in pursuance of contracts or arrangements required to be registered in the register maintained under section 301 have not updated.

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA or any other relevant provisions of the Act, and its rules and also the directives of Reserve Bank of India with regards to acceptance of deposits from public. No order has been passed by the Company Law Board, or National Company Law, Tribunal or Reserve Bank of India or any other Tribunal.

VTI. In our opinion, the Company has no internal audit system commensurate with the size of the Company and the nature of its business nor does it have proper and adequate internal checks system for business operation.

VHI. We have been informed that maintenance of cost records and accounts has not been prescribed by the Central Government of India under Section 209(1) (d) of the Act.

IX. a) As Certified by the Board of Directors, the Company is not covered under Provident Fund and Employees State Insurance Act.

Further according to the information and explanation given to us and we have noticed that the Company has to pay as under:-

except the above there are no undisputed amounts payable in respect of investor education and protection fund, income tax , sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues wherever applicable outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

b) As per information and explanations given to us and on the basis of our examination of the documents and records of the Company the management has informed to us that there are no disputed statutory dues pending which have not been deposited with appropriate authorities.

X. The Company has no accumulated book losses as on 31st March, 2010, but considering our qualification if considered, and accounted the total losses is more than 50% of its net worth. It has not incurred cash losses during the financial year and in the preceding financial year.

XI. According to information and explanation given by the management the Company has defaulted in payment to Sangli Co-op. Bank Ltd. Rs.1,31,45,720/- since, 1998 (11 years), and no interest provision is made on above loans (refer note no. 5 to schedule-XV) due to dispute on outstanding dues.

XII. Based on our examination of the records and the information and explanation given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

XIV. In our opinion the Company is not a dealer and trader in shares, securities, debentures and other securities. Accordingly, the provisions of clause 4 (XIV) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XV. In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

XVI. According to the information and explanations given to us, no term loans has been raised by the Company during the year.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised during the year on short term basis have been used for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. During the year covered by our audit report the Company has not issued any secured debentures against securities.

XX. The Company has not raised any money by public issues during the year covered by our report.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For V.S. LALPURIA 4 COMPANY

CHARTERED ACCOUNTANTS

PLACE: MUMBAI (V.S.LALPURIA)

DATED: PROPRIETOR

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Mar 31, 2009

We have Audited the attached Balance Sheet of M/S. Indo Euro Indchem LIMITED., as on 31st March, 2009 and Profit A Loss Account and Cash Flow Statement for the year ended on that date annexed there to. 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.

1) 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 include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the Companies (Auditor''s Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A)of the Companies Act,1956,we annex hereto a statement on the matters specified in paragraph 4 4 5 of the said order.

3) Further to our comments in the annexure referred to in paragraph 2 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 accounts as required by the law have been kept by the Company so far as it appears from our examination of the books of the Company.

c. The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

d. In our opinion the Balance Sheet and the profit & Loss Account and Cash Flow Statement complies with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 except AS-15 Accounting for Retirement Benefits in the Financial Statement of Employers (Refer Note No. 4).

e. On the basis of written representations received from the Directors and taken on record by Board of Directors, we report that, none of the said Directors of disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of Sub-section (1) of section 274 of the Companies Act, 1956.

f. Attention is drown to the following Notes on Schedule - XV, which effects the financial statements of the Company.

i. Note No. 4 Recording of Gratuity liability on cash basis contrary to AS-15 issued by the Institute of Chartered Accountants of India. If the total outstanding gratuity liabilities up to year is provided, the profit would be lower by Rs. 1,96,730/- and the liability- ties will also increase to that extent.

- ii. Note No. 6 No Contractual interest is provided on Bank Loans from Single Urban Co-op. Bank Ltd. @ 17% p.a. amounting to Rs.1,29,21,165 /-, as the management is disputing the above interest liability and are of mind to settle disputes. The Interest paid to banks and unsecured loans are shown lower to the extent of Rs.1,29,21,165/- for the year and if total unprovoked liability taken together ,the interest amount would be Rs.7,58,51,124/-.

Considering the effect of (i) and*(ii) the loss during the year would increase by Rs. 1,31,17,895/- and bought forward losses would increase by Rs.7,60,47,854/-. The loss for the year will be _ Rs. 1,20,54,407/-. The Debit balance in Profit and Loss Account will be Rs.7,42,35,039/- and the unsecured loans will be Rs.8,91,93,574/ and the current liabilities will be Rs.28,42,310/-.

g. Further attention is drawn to the following notes on Schedule XV, whose impact on the Company''s financial Statements is presently not ascertainable

Note No. 13:- Share Certificates of Single Co-op. Bank Ltd. in

- which the Company has invested, but verification not possible as

Physical Certificates not received from Co-operative Bank. We are unable to comment of the physical receipt of share certificates and , * amount recoverable on such investment.

h. In our opinion and on the basis of our information and according to the explanations given to us, the annexed accounts subject to read with other Notes and Accounts Policies gives the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting practices generally accepted in India.

L In the case of Balance Sheet, of the State of the Company''s Affairs as at 31st March, 2009 and;

ij. In case of Profit A Loss Account, of the Profit for the year ended on that date

ill. in the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

Statement referred to in paragraph 2 of the Auditors'' Report of even date to the Members of Rinku Polychem Limited, on the accounts for the year ended 31st March, 2009

I. a) The Company has still to prepare records showing full particulars , including quantitative details and situation of all its fixed assets.

b) As informed to us, the fixed assets of the Company were physically verified by the management during the financial year and according to the information and explanations given to us, no material discrepancies were noticed on physical verification carried out during the financial year and all assets exist in good condition.

c) In our opinion and according to the information and explanations given to us the Company has not disposed-off any assets during the year hence no affect on the going concern status.

II. a) As per the information furnished , the inventories have been physically verified during the year at reasonable interval by the management.

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. As informed no discrepancies were noticed on physical verification of stock with book record.

III. a) In respect of loans, secured or unsecured granted-by -the Company from and to Companies, Firms or other parties no upto date register under section 301 of the Companies Act, 1956 are maintained by the Company however the management has undertaken to complete the records.

The Company has granted interest free loans against interest advances/deposits in the nature of loans to four persons of which one is squared off whose details are to be updated in Register under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.62,04,669/- and the balance at year end was '' Rs.32,23,000/-.

b) Deposit has been given for office premises considered as loans which is interest free. The. loans given generally are against interest, unsecured and in our opinion the other terms and conditions of are not prima facie prejudicial to the interest of the Company.

c) As there is no stipulation of repayment no repayment are made.

d) There amount is outstanding and no repayment has come.

e) The Company had not taken any loans unsecured loans from Directors and their relatives, no up to date register under section 301 of the Companies Act, 1956 are maintained by the Company has under taken to complete the records.

IV. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with size of the Company and the nature of its business with regards to purchases of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, there is a failure to correct major weaknesses in the internal controls procedure.

V. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions in which directors were interested and which were required to be entered into the register maintained under section 301 have not been updated.

b) In our opinion and according to the information and explanations given to us, there are no transactions exceeding the value of five lakhs rupees made during the year however in pursuance of contracts or arrangements required to be registered in the register maintained under section 301 have not updated.

VL In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA or any other relevant provisions of the Act, and its rules and also the directives of Reserve Bank of India with regards to acceptance of deposits from public. No order has been passed by the Company Law Board, or National Company Law, Tribunal or Reserve Bank of India or any other Tribunal.

VH. In our opinion, the Company has no internal audit system commensurate with the size of the Company and the nature of its business nor does it have proper and adequate internal checks system for business operation. - .

VIII. We have been informed that maintenance of cost records and accounts has not been prescribed by the Central Government of India under Section 209(1) (d) of the Act.

IX. a) As Certified by the Board of Directors, the Company is not covered under Provident Fund and Employee''s State Insurance Act. -

Further according to the information and explanation given to us and we have noticed that the Company has to pay as under:

a) Share refund money payable to Rs. 10,500 investor education A protection fund

b) Income Tax A.y. 1998-99 Rs. 74,582

Income Tax A.Y. 2000-01 Rs. 53,788

except the above there are no undisputed amounts payable in respect of investor education and protection fund, income tax , sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues wherever applicable outstanding as at 31st March, 2009 for a period of more than six months from the date they became payable.

b) As per information and explanations given to us and on the basis of our examination of the documents and records of the Company the management has informed to us that there are no disputed statutory dues pending which have not been deposited with appropriate authorities.

X. The Company has no accumulated book losses as on 31st March, 2009, but considering our j qualification if considered, and accounted the total losses is more than 50% of its net worth. It . has not incurred cash losses during the financial year and in the preceding financial year.

XI, According to information and explanation given by the management the Company has defaulted in payment to Sangli Co-op. Bank Ltd. Rs.1,31,45,720/- since, 1998 (11 years), and no interest provision is made on above loans (refer note no. 5 to schedule-XV).

XH. Based on our examination of the records and the information and explanation given to us, the .

Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

XIH. Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

XIV. In our opinion the Company is not a dealer and trader in shares, securities, debentures and other securities. Accordingly, the provisions of clause 4 (XIV) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XV. In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

XVI. According to the information and explanations given to us, no term loans has been raised by the Company during the year.

XVH. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised during the year on short term basis have been used for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. During the year covered by our audit report the Company has not issued any secured debentures against securities. .

XX. The Company has not raised any money by public issues during the year covered by our report. .

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by * the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For V.S. LALPURIA & COMPANY

CHARTERED ACCOUNTANTS

PLACE: MUMBAI (V.S.LALPURIA)

DATED:: 6th September, 2009