Auditor Report of Mitshi India Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

MITSHI INDIA LIMITED( FORMERLY DERA PAINTS & CHEMICALS LIMITED)

Report on the Financial Statements

We have audited the accompanying financial statements of MITSHI INDIA LIMITED(FORMERLY DERA PAINTS & CHEMICALS LIMITED) (hereinafter referred to as “the Company”) Comprising of the Balance Sheet as at 31 st March, 2018, the Statement of Profit and Loss ( including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the ind AS financial statements”).

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 (hereinafter referred to as “the Act") with respect to the preparation of these Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting standards (Ind AS) prescribed under Section 133 of the Act, read with the relevant Rules issued thereunder. The Board of Directors of the company are responsible for 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Ind AS financial statements by the Directors of the Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. While conducting the 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 Section 143(10) of the Act.2013 Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the Ind AS financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 March 31,2018, of the Profit, total comprehensive income, of the cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors'' reports of the Company, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required bySection143 (3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained ail 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, the Statement of Profit and

(d) In our opinion, the aforesaid Ind AS financial statements comply with the India Accounting Standards specified under Section 133 of the Act, read with the relevant Rules issued there under.

(e) On the basis of the written representations received from the directors of the Company as on 31^st March, 2018 taken on record by the Board of Directors of the Company, none of the directors of the Company is disqualified as on 31 ^st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act

(f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of 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:

We have audited the internal financial control over financial reporting of MITSHI INDIA LIMITED (FORMERLY DERA PAINTS & CHEMICALS LIMITED) (“the Company”) as at 31^st March, 2018, in conjunction with our audit of the Ind AS financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintain internal financial control based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial controls over financial reporting issued by the institute of chartered Accountants of India these responsibilities include the design implementation and maintenance of adequate internal financial controls that were safeguarding of its assets the prevention and detection of fraud and errors the accuracy and companies of the accounting records and the timely preparation of reliable financial information as required under the companies Act,2013

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the guidance Note on Audit of Internal Financial Reporting. the Guidance Note and the standards on auditing issued by ICAL and deemed to be under section 143(10) of the companies Act,2013 to the extant applicable to an audit of internal financial controls and both issued by the institute of chartered Accountants of India those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was stabilised and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to abtain audit evidence above the adequacy of the internal financial controls system over financial reporting and their operating effectiveness our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectives of internal control based on the asses risk the procedures stamen’s depend on the auditor judgment including the assessment of the risks of material misstatement of the financial statement where due to fraud of error.

We believes that the audit evidence we have obtained is sufficient and appropriate to provide a basis for audit opinion on the company internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect 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:

For A.A Siddiqui & Co.

Chartered Accountants

Firm Regn. No.143081W

A.A Siddiqui

Proprietor

M.No.173290

Place : Mumbai

Dated : 2^nd May, 2018

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Mar 31, 2015

We have audited the accompanying financial statements of DERA PAINTS & CHEMICALS LIMITED (hereinafter referred to as "the Company") Comprising of the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of these financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act")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. The Board of Directors of the company are responsible for 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the financial statements by the Directors of the Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 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 internal financial 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 an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of the Matter:

We draw attention to following Note to the financial statements:

Note No. 16(5): The accumulated losses as on 31st March. 2015 exceeds the Net Worth of the Company. The Company has incurred net cash losses during the current and the previous years and the liabilities exceed the assets. These conditions indicate the existence of material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on the basis that the Company is a going concern for the reasons stated in the said Note.

Our Opinion is not modified in respect of this matter.

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 sub-section (11) of Section 143 of the Act, based on the comments in the auditors' reports of the Company, 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, to the extent applicable, 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 purposes of our audit of the aforesaid financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept 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 relevant books of account maintained for the purpose of preparation of the financial statements.

(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 of the Company as on 31st march, 2015 taken on record by the Board of Directors of the Company, none of the directors of the Company is disqualified as on 31st march, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of 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 impact of which is required to be disclosed in the present financial statement;

ii. There are no material foreseeable losses arising out of any long-term contracts for which provision is required to be made under any law or accounting standards. The Company has not entered into any long term derivative contracts.

iii. No amount is required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date on the financial statements for the year ended March 31, 2015 of DERA PAINTS & CHEMICALS LIMITED. Reported on the basis of verification of records of the Company and as per the information and explanations given by the Company.)

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

(b) These fixed assets have been physically verified by the management at reasonable intervals during the year and we are informed that no material discrepancies were noticed on such verification.

(ii) (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 and no discrepancies were noticed on physical verification of the inventory.

(iii) The Company has not granted any loan to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(iv) The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the year, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposits from the public as defined under the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under.

(vi) The Company is not required to maintain the cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

(vii) (a) The Company is generally regular in depositing ' undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess, Value added tax and any other statutory dues as applicable with the appropriate authorities.

(b) There are no dues of Income tax/ Sales tax / Wealth tax/ Service tax/ Custom duty/ Excise duty/ cess and Value added tax which have not been deposited on account of any dispute.

(c) There were no amounts required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Act and the rules made there under

(viii) The Company's accumulated losses at the end of the current financial year have exceeded its entire net worth and it has incurred cash losses in current financial year and in the immediately preceding financial year.

(ix) The Company has not availed any loan from financial institution or bank.

(x) The Company has not given any guarantee for loans taken by others.

(xi) The Company has not availed any term loan.

(xii) No fraud on or by the Company has been noticed or reported during the year.

For C.K. Patil & Co. Chartered Accountants Firm Regn. No.107803W

C.K. Patil Proprietor M.No.033243

Place : Mumbai Dated : 30th may, 2015.

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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 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 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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 qualified audit opinion.

Basis for Qualified Opinion

1. The Company does not have a whole time secretary as required by the provisions of section 383-A of the Companies Act, 1956 and hence has not complied with the provisions of the said section.

2. The accumulated losses as on 31st March, 2014 exceeds the Net Worth of the Company; however, the Accounts are prepared on the basis that the Company is a going concern.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in the Basis for Qualified Opinion paragraph, 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 March 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 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, Statement of Profit and Loss, and 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 Cash Flow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs)of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our Report of even date on the accounts for the year ended 31st March, 2014 of Dera Paints & Chemicals Limited. Reported on the basis of verification of records of the Company and as per the information and explanations given by the Company.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

(ii) (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 and no material discrepancies were noticed on physical verification and the minor discrepancies observed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has not any granted loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loan from a director covered in the register maintained under section 301 of the Act. The number of party was 1 and the amounts outstanding as on 31.03.2014 was Rs. 40,30,522/-.

(c) The rate of interest and other terms and conditions of these loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) No principal amounts were due for repayment during the year.

(iv) The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) There are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 which are required to be entered in the register required to be maintained under that Section.

(vi) During the year the Company has not accepted any deposits from the public as defined under the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) The Company did not have an internal audit system.

(viii) The Company is not required to maintain cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(ix) (a) The arrears of outstanding statutory dues as at the last day of the current financial year for a period of more than six months from the date they became payable were as under:

A. Excise Duty Rs.4,98,054/-

(b) There are no dues of Income tax/ Wealth tax/ Service tax/ Custom duty/ Excise duty/ cess which have not been deposited on account of any dispute.

(x) The accumulated losses as at the end of the current financial year exceeds its entire net worth and the Company has incurred cash losses during the current financial year as well as in the immediately preceding financial year.

(xi) There are no amounts repayable to financial institution or banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund company or a nidhi/ mutual benefit fund/societies and hence the question of our reporting on the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 does not arise.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, and hence the question of our reporting on the provisions of Clause 4 (xiv) of the Companies (Auditor''s Report) Order 2003 does not arise.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not availed any term loan during the year.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and hence question of creation of security or charge in respect of the same does not arise.

(xx) The Company has not raised any money by public issue during the year.

(xxi) No fraud on or by the Company has been noticed or reported during the year.

For C. K. Patil & Co. Chartered Accountants Firm Regn. No.107803W

C. K. Patil Proprietor M. No. 03324

Place : Mumbai Date : 17th May, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Dera Paints & Chemicals limited as at 31st March 2012 and also the statement of Profit & Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of our audit.

4. Subject 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 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 the books of account.

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

d. In our opinion, the statement of Profit & Loss, the Balance Sheet and the Cash Flow Statement of the Company comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. As per the information and explanations given to us and on the basis of written representationsV received from the directors, we report that as on the date of the balance sheet, none of the directors is disqualified from being appointed as a director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts particularly subject to Note No.17(3) Re.

: Non-compliance of sections 383A of the Companies Act,1956 and Note No.17(6) Re.: Preparation of Accounts on going concern basis and read with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii. In the case of the statement of Profit and Loss 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 AUDITORS' REPORT

(Referred to in our Report of even date on the accounts for the year ended 31st. March, 2012 of Dera Paints & Chemicals Limited. Reported on the basis of verification of records of the Company and as per the information and explanations given by the Company.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

(ii) (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 and no material discrepancies were noticed on physical verification and the minor discrepancies observed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has not any granted loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loans from a director and a relative of the director as covered in the register maintained under section 301 of the Act. The number of parties are 2 and the amounts outstanding as on 31.03.2012 were Rs. 1371027/-.

(c) The rate of interest and other terms and conditions of these loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) No principal amounts were due for repayment during the year.

(iv) The Company has 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 year, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) There are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 which are required to be entered in the register required to be maintained under that Section.

(vi) During the year the Company has not accepted any deposits from the public as defined under the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) The Company did not have an internal audit system.

(viii) Maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Act u/s 209 has not been prescribed by the Central Government for any of the activity of the Company

(ix) (a)The Company has not paid the undisputed statutory dues . The arrears of outstanding statutory dues as at the last day of the current financial year for a period of more than six months from the date they became payable were as under:

A. Excise Duty Rs.429206/-

(b) There are no dues of Income tax/ Sales tax /Wealth tax/ Service tax/ Custom duty/ Excise duty/ cess which have not been deposited on account of any dispute .

(x) The accumulated losses as at the end of the current financial year exceeds its entire net worth and the Company has incurred cash losses during the current financial year, and the Company had incurred cash losses in the immediately preceding financial year.

(xi) There are no dues payable to financial institution or banks

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund company or a nidhi/ mutual benefit fund/societies and hence the question of our reporting on the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 does not arise.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, and hence the question of our reporting on the provisions of Clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 does not arise.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not availed any term loan during the year.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and hence question of creation of security or charge in respect of the same does not arise.

(xx) The Company has not raised any money by public issue during the year.

(xxi) No fraud on or by the Company has been noticed or reported during the year.



For C.K.PATIL & CO Chartered Accountants (F.R. No.107803W) Place: Mumbai C.K.Patil Date: 3rd September, 2012 PROPRIETOR M. No. 033243

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Dera Paints & Chemicals limited as at 31st March 2011 and also Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of our audit.

4. Subject 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 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 the books of account.

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

d. In our opinion, the Profit & Loss Account , the Balance Sheet and the Cash Flow Statement of the Company comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. As per the information and explanations given to us and on the basis of written representations received from the directors, we report that as on theN date of the balance sheet, none of the directors is disqualified from being appointed as a director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts particularly subject to Note No.4 Re. : Non-compliance of sections 292A and 383A of the Companies Act,1956, Note No.6 Re. : Non- disclosure of the amounts due to the Sundry Creditors-Micro Small and Medium Enterprises Development Act,2006 Units and Note No.8 Re.: Preparation of Accounts on going concern basis and read with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii. In the case of the Profit and 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 AUDITORS' REPORT

(Referred to in our Report of even date on the accounts for the year ended 31st. March, 2011 of Dera Paints & Chemicals Limited. Reported on the basis of verification of records of the Company and as per the information and explanations given by the Company.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

(ii) (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 and no material discrepancies were noticed on physical verification and the minor discrepancies observed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has not any granted loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loans from the directors, relatives of the directors and from a company covered in the register maintained under section 301 of the Act. The number of parties are 3 and the amounts outstanding as on 31.03.2011 were Rs. 3016729/-.

(c) The rate of interest and other terms and conditions of these loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) The principal amounts are repayable on demand.

(iv) The Company has 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 year, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) There are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 which are required to be entered in the register required to be maintained under that Section.

(vi) During the year the Company has not accepted any deposits from the public as defined under the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) The Company did not have an internal audit system.

(viii) Maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Act u/s 209 has not been prescribed by the Central Government for any of the activity of the Company

(ix) (a)The Company has not paid any undisputed statutory dues . The arrears of outstanding statutory dues as at the last day of the current financial year for a period of more than six months from the date they became payable were as under:

A. Income-tax Rs.2253213/-

B. Excise Duty Rs.429206/-

(b) There are no dues of Income tax/ Sales tax /Wealth tax/ Service tax/ Custom duty/ Excise duty/ cess which have not been deposited on account of any dispute .

(x) The accumulated losses as at the end of the current's financial year exceeds its entire net worth and the Company has incurred cash losses during the current financial year, and the Company had incurred cash losses in the immediately preceding financial year.

(xi) As per the records of the Company. There are no dues payable to financial institution or banks

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund company or a nidhi/ mutual benefit fund/societies and hence the question of our reporting on the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 does not arise.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, and hence the question of our reporting on the provisions of Clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 does not arise.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not availed any term loan during the year.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and hence question of creation of security or charge in respect of the same does not arise.

(xx) The Company has not raised any money by public issue during the year.

(xxi) No fraud on or by the Company has been noticed or reported during the year.

For C.K.PATIL & CO Chartered Accountants

Place: Mumbai C.K.Patil

Date: 29th August, 2011 PROPRIETOR

M. No. 033243

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Dera Paints & Chemicals limited as at 31st March 2010 and also Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of our audit.

4. Subject 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 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 the books of account.

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

d. In our opinion, the Profit & Loss Account , the Balance Sheet and the Cash Flow Statement of the Company comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. As per the information and explanations given to us and on the basis of written representations received from the directors, we report that as on the date of the balance sheet, none of the directors is disqualified from being appointed as a director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts particularly subject to Note No.4 Re. : Non-compliance of sections 292A and 383A of the Companies Act,1956, Note No.6 Re. : Non- disclosure of the amounts due to the Sundry Creditors-Micro Small and Medium Enterprises Development Act,2006 Units and Note No.8 Re.: Preparation of Accounts on going concern basis and read with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii. In the case of the Profit and 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 AUDITORS' REPORT

(Referred to in our Report of even date on the accounts for the year ended 31st. March, 2010 of Dera Paints & Chemicals Limited. Reported on the basis of verification of records of the Company and as per the information and explanations given by the Company.)

(i) (a) There are no fixed assets of the Company and hence question of reporting under this clause does not arise.

(ii) (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 and no material discrepancies were noticed on physical verification and the minor discrepancies observed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has not any granted loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loans from the directors, relatives of the directors and from a company covered in the register maintained under section 301 of the Act. The number of parties are 3 and the amounts outstanding as on 31.03.2010 were Rs.7957329/-.

(c) The rate of interest and other terms and conditions of these loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) The principal amounts are repayable on demand.

(iv) The Company has 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 year, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) There are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 which are required to be entered in the register required to be maintained under that Section.

(vi) During the year the Company has not accepted any deposits from the public as defined under the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) The Company did not have an internal audit system.

(viii) Maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Act u/s 209 has not been prescribed by the Central Government for any of the activity of the Company

(ix) (a)The Company has not paid any undisputed statutory dues . The arrears of outstanding statutory dues as at the last day of the current financial year for a period of more than six months from the date they became payable were as under:

A. Income-tax Rs.2253213/-

B. Excise Duty Rs.429206/-

(b) There are no dues of Income tax/ Sales tax /Wealth tax/ Service tax/ Custom duty/ Excise duty/ cess which have not been deposited on account of any dispute .

(x) The accumulated losses as at the end of the current financial year exceeds its entire net worth and the Company has incurred cash losses during the current financial year, and the Company had incurred cash losses in the immediately preceding financial year.

(xi) As per the records of the Company. There are no dues payable to financial institution or banks

(xii) The Company has not granted any loans and'' advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund company or a nidhi/ mutual benefit fund/societies and hence the question of our reporting on the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 does not arise.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, and hence the question of our reporting on the provisions of Clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 does not arise.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not availed any term loan during the year.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and hence question of creation of security or charge in respect of the same does not arise.

(xx) The Company has not raised any money by public issue during the year.

(xxi) No fraud on or by the Company has been noticed or reported during the year.

For C.K.PATIL & CO

Chartered Accountants

Place: Mumbai C.K.Patil

Date: 28th August, 2010 PROPRIETOR

M. No. 033243