Auditor Report of Noble Explochem Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT To

The Members of Noble Explochem Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Noble Explochem Limited (“the Company”), which comprise the Balance Sheet as at 31^st March , 2016, 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.

Management’s Responsibility for the Standalone Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparation of these standalone 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 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 standalone 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 a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Matter of Emphasis

The Company’s operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company’s net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a “Going Concern “and whether its assets would be adequate to meet its liabilities.

The Company has been declared as Sick unit by the Board for Industrial and Financials Reconstruction (BIFR) via their order dated 22^nd July 2011. However the Company has not received Draft rehabilitation scheme from IDBI Bank (i.e. Operating Agency appointed by the BIFR) till the date of our review.

As explained in Note No. 21 of Notes to Accounts the expenses/liabilities aggregating Rs. 178.16 lacs for the Year 2015-2016 have not been provided due to which current year loss and accumulated losses are under stated by Rs 178.16 lacs

As explained in Note No. 24 of Notes to Accounts, calls in arrears is unreconciled to the extent of Rs 2.25 lacs

As explained in Note No. 26 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 110.71 lacs, which are prima facie doubtful of recovery and in our opinion current year’s loss and accumulated losses of the company are under stated by provision of such doubtful advances

As explained in Note No. 22 of Notes to Accounts, Depreciation on tangible and intangible assets (as per Schedule II of Companies Act, 2013) has not been provided.

As explained in Note No. 25, the liability on account of non-fulfilment of export obligation has not been considered, since the same is not ascertainable.

Attention is also invited in respect of the share application money received by the Company which is pending for allotment, in terms of Section 73 read with Companies (Acceptance of Deposits) Amendment Rules, 2015.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and subject to what is stated above its consequential impacts, 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 accounting principles is generally accepted in India, of the state of affairs of the company as at 31^st March, 2016 its 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, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, 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 by section 143(3) of the Act, we further 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 appears from our examination of those books;

c. The Balance Sheet, the 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 aforesaid financial statements comply with the applicable Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014. Except the following accounting standards:

Accounting Standard - 6 Depreciation Accounting Standard - 15 Employees Benefits.

Accounting Standard - 28 Impairment of Assets

Accounting Standard - 29 Contingent Liabilities, Assets and Provisions.

e. On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the Internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in -Annexure - “B”

g. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which would impact its financial position except as stated otherwise.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. Since, there has been no occasion during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure-‘A’ Statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

The Annexure referred to in our report of even date to the MEMBERS OF NOBLE EXPLOCHEM^ LIMITED. For the year 31^st March, 2016. We report that:_

Cla use	Sub Clause	Particulars
(i)	(a)	The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.
	(b)	The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.
	(c )	As per information and explanation provided to us, the title deed of immovable properties are held in the name of the company.
(ii)		As inform to us, the company does not have any inventories on hand as on the reporting date.
(iii)		As informed, during the year, The Company has not granted Loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 (“the Act”). Therefore, the provisions of paragraph 3(iii) of the said order are not applicable to the Company.
(iv)		In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, in respect of loans, investments, guarantees and security to the extent applicable to it.
(v)		According to the information and explanations given to us, the Company has not accepted any deposits from the public except share application money which is pending for allotment, covered under section 73 to 76 of the Companies Act, 2013. And rules framed there under.
(vi)		To the best of our knowledge and as explained, Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act , for the products of the Company. Therefore, the provision of clause 3(vi) of the Order is not applicable to the Company.
(vii)	(a)	According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues, as applicable, with the appropriate authorities.
		According to the information and explanations given to us and the records of the Company examined by us, undisputed dues in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-

		tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, as at Balance Sheet date for a period of more than six months from the date they became payable are as follows: (Rs.in Lacs)
		Name of the Statute		Nature of the dues		Amount
		Income Tax Act		Income Tax& TDS		18.94
		Income Tax Act		Income Tax (as informed to us that the same will be provided in the books of account in the year of the payment)		2.11
		BST/CST and VAT		BST/CST and VAT		57.11
		Professional Tax Act		Professional Tax Act		10.74
		Service Tax		Service Tax		1.35
		Employees Provident Fund Act		Provident Fund		17.12
		ESIC Act		ESIC		27.46
		Central Excise Act		Excise Duty		7.75
		Companies Act		Investor Education and Protection Fund (Unpaid Dividend)		1.42
		Fringe Benefit Tax		Fringe Benefit		13.36
		Wealth Tax Act		Wealth Tax		1.43
		Non Agriculture & Gram Panchayat Tax		Non Agriculture & Gram Panchayat Tax		25.22
(b)		According to the records of the Company, the dues outstanding of Income-Tax, Sales-tax, Wealth tax, Service Tax, Custom duty, Excise duty and cess on account of any dispute, are as follows: (Rs. in Lacs)
		Name of the Statute	Nature of Dues	Amount (Rs.)	Period to which amount relates		Forum where dispute is pending.
		Central Excise Tariff Act.	Excise Duty	15.90	Various Years		CESTAT Mumbai.
(viii)		Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that during the year Company has not defaulted in repayment of dues to a financial institution or banks.
(ix)		According to the records of the company examined by us and as per the information and explanations given to us, the Company has not raised any money from any public issue/follow on offer. However the Company has received share application money which is pending for allotment.
(x)		According to the information and explanations given by the management, we report that no fraud on or by the company was noticed or reported during the year.

(xi)		According to the records of the company examined by us and as per the information and explanations given to us, the managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with schedule V of the Companies Act.
(xii)		In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of clause 3(xii) of the Order is not applicable to the Company.
(xiii)		In our opinion, all the transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the financial statements as required by applicable accounting standard. (Refer Note No. 34.)
(xiv)		According to the records of the Company examined by us and as per the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or partly or fully convertible debentures during the year, however the company has received share application money which is pending for allotment.
(xv)		According to the information and explanations given to us, we report that the Company has not entered into any non-cash transaction with directors or persons connected with him
(xvi)		In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Noble Explochem Limited.

Independent Auditors’ Report to the Members of Noble Explochem Limited.

Annexure -“B” to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the standalone financial statements of the Company as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting of Noble Explochem Limited (“the Company”).

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company are responsible for establishing and maintaining internal financial controls 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 (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s 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 Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, 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 established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about 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 effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, 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 ICAI.

FOR: AMAR BAFNA& ASSOCIATES

CHARTERED AACCOUNTANTS

ICAI Firm Registration No: 114854W

Sd/-Amar Bafna

Partner

Membership No: 048639

Place: Mumbai

Date: May 30, 2016

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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 Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's preparation 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 the Management, as well as evaluating the overall presentation of the financial statements

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

Matter of Emphasis

The Company's operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company's net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a 'Going Concern' and whether its assets would be adequate to meet its liabilities.

The Company has been declared as Sick unit by the Board for Industrial and Financials Reconstruction (BIFR) via their order dated 22nd July 2011. However the Company has not received Draft rehabilitation Scheme from IDBI Bank (i.e. Operating Agency appointed by the BIFR) till the date of our review.

As explained in Note No. 21 of Notes to Accounts the expenses / liabilities aggregating Rs.154.74 lacs for the year 2014-2015 have not been provided due to which current year loss and accumulated losses are under stated by Rs. 154.74 lacs.

As explained in Note No. 24 of Notes to Accounts, calls in arrears is unreconciled to the extent of Rs. 2.25 Lacs.

As explained in Note No. 26 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 109.94 lacs, which are prima facie doubtful of recovery and in our opinion current year's loss and accumulated losses of the company are under stated by provision of such doubtful advances

Depreciation on tangible and intangible assets (as per Schedule II of the Companies Act, 2013) has not been provided (Refer Note NO. 22)

As explained in Note No. 25, the liability on account of non-fulfillment of export obligation, has not been considered since not ascertainable.

Attention is also invited in respect of the Share Application money received by the Company which is pending for allotment in terms of Section 73 read with Companies (Acceptance of Deposits) Amendment Rules, 2015.

In our opinion and to the best of our information and according to the explanations given to us, and subject to what is stated above and its consequential impacts, 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 is generally accepted in India:

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

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

(c) in the case of the Cash Flow Statement, of the cash flows 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 sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 except the following accounting standards :

Accounting Standard -6: Depreciation Accounting

Accounting Standard -15:Employees Benefits

Accounting Standard -28: Impairment of Assets

Accounting Standard -29: Contingent Liabilities, Assets and Provisions

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

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company has no long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE NOBLE EXPLOCHEM LIMITED, WE REPORT THAT:

Clause Sub Particulars

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) As informed, during the year, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

(iv) According to the information and explanations given to us, we are of the pinion that the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of The Companies Act, 2013.except Share Application pending for allotment in terms of Section 73 read with Companies (Acceptance of Deposits) Amendment Rules, 2015.

(v) In our opinion and according to explanation given to us, the company does not have a formal internal control system.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for the Company's products and activities.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is no regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues, as applicable, with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the According to the information and explanations given to us and the records of the Company examined by us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income- tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

( Rs. in Lacs)

Name of the Statute Nature of the dues Amount

Income Tax Act Income Tax and TDS 26.60

Income Tax Act Income Tax (as informed to us that 2.11 the same will be provided in the books of account in the year of the payment)

BST/CST and VAT BST/CST and VAT 5433

Professional Tax Act Professional Tax Act 10.73

Service Tax Service Tax 1.35

Employees Provident Provident Fund 16.82

Fund

ESIC Act ESIC 27.46

Central Excise Act Excise Duty 7.75

Companies Act Investor Education and Protection 1.43 Fund

Fringe Benefit Tax Fringe Benefit 13.36

Wealth Tax Act Wealth Tax 1.31

Non Agriculture & Non Agriculture & Gram Panchayat 25.22 Gram Panchayat Tax Tax

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

(Rs. In Lacs)

Name of the statute Nature of dues Amount Period to which amount relates

Central Excise Excise Duty 15.90 Various Years Tariff Act

Name of the statute Forum where dispute is pending

Central Excise CESTAT Mumbai Tariff Act

(c) There has been delay in transferring amounts, required to be transferred in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under, to the Investor Education and Protection Fund by the Company.

(viii) In The Company had accumulated losses exceeding its net worth as at 31st March, 2015, and it has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. The company has been declared sick by the Board for Industrial and Financial Reconstruction vide order dated 22.07.2011

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, Banks and debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) Based on our examination of documents and records and according to the information and explanations given to us by the Management, the Company has not taken any term loan during the year.

(xii) According to the information and explanations given by the management, we report that no fraud on or by the company was noticed or reported during the year.

For Amar Bafna& Associates Chartered Accountants Firm Registration No: 114854W

Sd/- Amar Bafna Partner Membership No. 048639 Date: May30, 2015

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Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Qualified Opinion

The Company''s operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company''s net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a ''Going Concern'' and whether its assets would be adequate to meet its liabilities.

As explained in Note No. 21 of Notes to Accounts the expenses / liabilities aggregating Rs. 131.32 lacs for the year 2013-2014 have not been provided due to which current year loss and accumulated losses are under stated by Rs. 113.32 Lacs.

As explained in Note No. 24 of Notes to Accounts, calls in arrears is unreconciled to the extent of Rs. 2.25 Lacs.

As explained in Note No. 26 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 117.69 lacs, which are prima facie doubtful of recovery and in our opinion current year''s loss and accumulated losses of the company are under stated by provision of such doubtful advances The Company has not provided the depreciation amounting to Rs 115.09 the year under audit and Rs. 470.95 for earlier years due to which current year loss, accumulated losses are understated by Rs. 586.04 Lacs and tangible assets are overstated by Rs 586.04 Lacs.

As explained in Note No 25, the liability on account of non-fulfillment of export obligation, has not been considered since not ascertainable.

In our opinion and to the best of our information and according to the explanations given to us, and subject to what is stated above, 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 is generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act except the following accounting standards :

Accounting Standard -6 : Depreciation Accounting

Accounting Standard -15 : Employees Benefits

Accounting Standard -28 : Impairment of Assets

Accounting Standard -29 : Contingent Liabilities, Assets and Provisions

(e) On the basis of the written representations received from the directors as on 31st March 2014 and 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 clause (g) of sub-section (1) of section 274 of the Act

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE NOBLE EXPLOCHEM LIMITED.

1.

Clause Sub Particulars

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) (a) As informed, during the year, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c) and (d) are not applicable to the company.

(b) During the year, the Company had taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 136.03 Lacs and the year- end balance of loans taken from such parties is Rs. 136.03 Lacs.

(c) The Company has not provided for any interest on the above loans during the year and there is no stipulation with respect to repayment of principal amount. Further, other terms and conditions of loans taken by the Company are, prima facie, not prejudicial to the interest of the Company. Accordingly, the sub-clause (g) is not applicable to the company.

(iv) The Company does not have any transactions related to purchase and sale of fixed assets, goods and services, and inventories at the beginning and at the end of the period. Hence the clause is not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us, there are no transactions for purchase and sale of goods, materials and services made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, the sub-clause (b) is not applicable to the company.

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) The company does not have an formal internal system.

(viii) As informed to us, there are no cost records prescribed by the central government under sec. 209(1)(d) of the Act, hence this clause is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us and the records of the Company examined by us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

(Rs. in Lacs)

Name of the Statute Nature of the dues Amount

Income Tax Act Income Tax 25.91

Income Tax Act Income Tax (as informed 2.11 to us that the same will be provided in the books of account in the year of the payment)

BST/CST and VAT BST/CST and VAT 60.21

Professional Tax Act Professional Tax Act 10.73

Service Tax Service Tax 1.35

Employees Provident Provident Fund 41.47 Fund Act

ESIC Act ESIC 27.46

Central Excise Act Excise Duty 7.75

Companies Act Investor Education and 5.29 Protection Fund

Fringe Benefit Tax Fringe Benefit 13.36

Wealth Tax Act Wealth Tax 1.22

Non Agriculture & Non Agriculture & Gram 25.22 Gram Panchayat Tax Panchayat Tax

(c) According to the records of the Company, the dues outstanding of income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

(Rs. In Lacs)

Name of Nature of Amount Period to Forum where the statute dues which amount dispute is relates pending

Central Excise 15.90 Various CESTAT Excise Duty Years Mumbai Tariff Act

Central Sales Tax 53.92 F.Y. 2002-03 Joint Sales Tax Commissioner Act (Appeal) - I

Central Sales Tax 559.78 F.Y. 2004-05 Joint Sales Tax Commissioner Act (Appeal) - I

(x) In The Company had accumulated losses exceeding its net worth as at 31st March, 2013,and it has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. The company has been declared sick by the Board for Industrial and Financial Reconstruction vide order dated 22.07.2011.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a 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 not being Chit Fund / Nidhi / mutual Benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As informed to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company had not taken any term loan during the year.

(xvii) Based on the examination of documents and records made available and on the basis of information and explanations given to us, the Company has not used funds raised on short term basis for long term investments and vice versa.

(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.

(xix) The Company has not issued any debentures; hence this clause does not applies.

(xx) The Company has not raised any money by public issue; hence this clause is not applicable.

(xxi) Based on the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Amar Bafna& Associates Chartered Accountants Place: Mumbai Firm Registration No: 114854W Date: May 31, 2014 Sd/- Amar Bafna Partner Membership No. 048639

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Qualified Opinion

The Company''s operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company''s net worth has been completely eroded. In view of this, we are unable to comment whether the company can be considered as a ''Going Concern'' and whether its assets would be adequate to meet its liabilities.

The Company is declared as Sick unit by the Board for Industrial and Financials Reconstruction(BIFR) vide their order dated 22nd July 2011. Draft Rehabilitation Scheme is already filled by Industrial Development Bank of India (IDBI), operating agency and the same is pending for consideration before Board for Industrial and Financials Reconstruction (BIFR). We are unable to comment on impact of rehabilitation package on attached financial statements as the same is not ascertainable.

As explained in Note No. 22 of Notes to Accounts the expenses/liabilities aggregating Rs. 89.07 lacs for the year 2012-2013 have not been provided due to which current year loss and accumulated losses are under stated by Rs. 89.07 Lacs.

As explained in Note No. 25 of Notes to Accounts, calls in arrears under paid-up share capital is unreconciled to the extent ofRs. 2.25 Lacs.

As explained in Note No. 27 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 109.63 lacs, which are prima facie doubtful of recovery and in our opinion current year''s toss and accumulated losses of the company are under stated by provision of such doubtful advances.

The Company has not provided the depreciation amounting to Rs. 106.18 Lacs for the year under audit and Rs. 364.77 Lacs for earlier years; due to which current year loss, accumulated losses are under stated byRs.470.95 Lacs and tangible assets are overstated by Rs. 470.95 Lacs.

As explained in Note No. 26, the Liability on account ofnon fulfillment of export obligation, has not been considered, since not ascertainable.

In our opinion and to the best of our information and according to the explanations given to us, and subject to what is stated above.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 accountingprinciples is generally accepted in India:

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

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

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act except following accounting standards:

Accounting Standard - 6 Depreciation Accounting

Accounting Standard -15 Employee Benefits

Accounting Standard-28 Impairment of Assets

Accounting Standard -29 Contingent Liabilities, Assets and Provisions

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

ANNEXURE TO AUDITORS'' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE NOBLE EXPLOCHEM LIMITED

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

(I) (a) The Company has not maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification

(c) In our opinion and according to the information and explanations given to us, a substantial part- offixed assets has not been disposed off by the company during the year.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) (a) As informed, during the year, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c) and (d) are not applicable to the company.

(e) During the year, the Company had taken unsecured loans from a company and two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 131.43 Lacs and the year-end balance of loans taken from such parties was Rs. 129.43 Lacs.

(f) The Company has not, provided for any interest on the above loans during the year and there is no stipulation with respect to repayment of principal amount. Further, other terms and conditions of loans taken by the Company are, prima facie, not prejudicial to the interest of the Company. Accordingly, the sub-clause (g) is not applicable to the company.

(iv) The Company does not have any transactions related to purchase and sale of fixed assets, goods and services, and inventories at the beginning and at the end of the period. Hence the clause is not applicable to the Company.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions for purchase and sale of goods, materials and services made in pursuance "of contracts or arrangements that need to be entered in the register maintained under Section 301 of Companies Act, 1956.

(b) Accordingly, the sub-clause (b) is not applicable to the company.

(vi) The company has not accepted any deposits from the ''Public'' within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the company does not have formal internal audit system.

(viii) We are informed that the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) The Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(x) The Company had accumulated losses exceeding its net worth as at 31 st March, 2013, and it has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. The company is declared sick by the Board for Industrial and Financial Reconstruction vide their order dated 22.07.2011 and Industrial Development Bank of India ( IDBI), has been appointed as operating agency

(xi) The company has opted for One Time Settlement (OTS) Scheme with the Bank. The Company is paying the amount as stipulated; hence in our opinion, the company has not defaulted in repayment of loan (Please Refer Note No. 29).

(xii) We have been informed that 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) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society and hence the clause is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments and hence the clause is not applicable to the Company.

(xv) In our opinion, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year, the terms and conditions of which are prejudicial to the interest of the company. (xvi) In our opinion, the company has not taken any term loan. (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 no funds raised on short-term basis have been used for long-term investment and vica versa.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, the Company did not have any outstanding debentures.

(xx) The Company has not raised any money by issue of any shares/securities to the public during the year.

(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 fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Amar Bafna & Associates Chartered Accountants

FRNN0.114854W

Place: Mumbai Amar Bafna

Date:30st May 2013 Partner

Membership No.048639

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Noble Explochem Limited ("the Company') as at March 31,2011, and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. The Company's operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company's net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a 'Going Concern' and whether its assets would be adequate to meet its liabilities.

5. Further to our comments in the paragraph 3 above, we report that:

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

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

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

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except for compliance with Accounting Standard 6 on "Depreciation Accounting', Accounting Standard 15 on 'Employee Benefits' and Accounting Standard 28 on 'Impairment of Assets'.

v. On the basis of the written representations received from the directors, as on March 31,2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.: 2:

6. We further report as under:

i. As explained in Note No. 3 of Notes to Accounts the expenses / liabilities aggregating Rs.85.76 lacs for the year 2010-2011 have not been provided.

ii. As explained in Note No.6 of Notes to Accounts, calls in arrears have not been reconciled.

iii. As explained in Note No. 8 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 113.14 lacs, which are prima facie doubtful of recovery.

iv. As explained in Note No. 9 of Notes to Accounts, balances of Other Loans & Advances, Sundry Creditors and Other Current Liabilities are subject to confirmation.

7. Audit report on the financial statements for the year ended 31 st March, 2010 was also qualified by the previous Auditor in respect of the matters stated in paragraph 4,5 (iv) and 6 above.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required. Further, subject to our observations in paragraph 4,5 (iv), and 6 above the consequential effects of which on loss for the year and the relevant assets and liabilities are not quantifiable, the said accounts 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 31,2011;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of NOBLE EXPLOCHEM LIMITED on the financial statements for the year ended 31st March, 2011]

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

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c) and (d) are not applicable to the company.

(e) During the year, the Company had taken unsecured loans from a company and two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 145.35 Lacs and the year-end balance of loans taken from such parties was Rs. 145.04 Lacs.

(f) The Company has not provided for any interest on the above loans during the year and there is no stipulation with respect to repayment of principal amount. Further, other terms and conditions of loans taken by the Company are, prima facie, not prejudicial to the interest of the Company. Accordingly, the sub-clause (g) is not applicable to the company.

(iv) The Company does not have any transactions related to purchase and sale of fixed assets, goods and services, and inventories at the beginning and at the end of the period. Hence the clause is not applicable to the Company.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions for purchase and sale of goods, materials and services made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, the sub-clause (b) is not applicable to the company.

(vi) The company has not accepted any deposits from the 'Public' within the meaning of Sections 58Aan 58AAof the Act and the rules framed there under. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed that the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) The Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows: (Rs in Lac)

Name of the statute Nature of the dues Amount

Income Tax Act Income Tax 30.79

BST/CST and VAT BST/CST and VAT 60.21

Professional Tax Act Professional Tax 11.34

Service Tax Act Service Tax 1.29

Employees Provident Fund Act Provident Fund 38.54

ESIC Act ESIC 27.46

Central Excise Act Excise Duty 7.75

Companies Act Investor Education and Protection Fund 5.29

Fringe Benefit Tax Fringe Benefit 13.36

Wealth Tax Wealth Tax 1.22

Non Agriculture & Gram Non Agriculture & Gram Panchayat Tax 25.22 Panchayat Tax

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth- tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

(Rs In Lacs)

Name of the Nature of dues Amount Period to which Forum where statute the amount relates dispute is pending

Income Tax Income Tax 2.21 A.Y. 2003 -04 Assessing Officer Act

Central Excise Duty 15.90 Various Years CESTAT Mumbai Excise Tariff Act_

Central Sales Sales Tax 53.92 F.Y. 2002 -03 Joint Commissioner Tax Act (Appeal) - I

Central Sales Sales Tax 559.78 F.Y. 2004 -05 Joint Commissioner Tax Act (Appeal) - I

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of NOBLE EXPLOCHEM LIMITED on the financial statements for the year ended 31st March, 2011]

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

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, the sub-clauses (b), (c) and (d) are not applicable to the company.

(e) During the year, the Company had taken unsecured loans from a company and two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 145.35 Lacs and the year-end balance of loans taken from such parties was Rs. 145.04 Lacs.

(f) The Company has not provided for any interest on the above loans during the year and there is no stipulation with respect to repayment of principal amount. Further, other terms and conditions of loans taken by the Company are, prima facie, not prejudicial to the interest of the Company. Accordingly, the sub-clause (g) is not applicable to the company.

(iv) The Company does not have any transactions related to purchase and sale of fixed assets, goods and services, and inventories at the beginning and at the end of the period. Hence the clause is not applicable to the Company.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions for purchase and sale of goods, materials and services made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, the sub-clause (b) is not applicable to the company.

(vi) The company has not accepted any deposits from the 'Public' within the meaning of Sections 58Aan 58AAof the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed that the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) The Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

For Amar Bafna & Associates

Chartered Accountants

FRN N0.114854W

Amar Bafna

Place: Mumbai Partner Date:12/11/2011 Membership No.048639

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Noble Explochem Limited (the Company) as at March 31,2010 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. The Companys operations have been suspended since December, 2006. The Company has incurred losses during past several years and the companys net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a Going Concernand whether its assets would be adequate to meet its liabilities.

5. Further to our comments in the paragraph 3 above, we report that:

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

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

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

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except for compliance with Accounting Standard 6 on Depreciation Accounting, Accounting Standard 15 on Employee Benefits and Accounting Standard 28 on Impairment of Assets.

v. On the basis of the written representations received from the directors, as on March 31,2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. We further report as under:

i. As explained in Note No. 2 (a), 2 (b) and 2 (c) of Notes to Accounts, liabilities aggregating Rs. 204.17 lacs have been written back during the year 2009-2010 and expenses / liabilities aggregating Rs. 463.75 lacs for the year 2009-2010 have not been provided.

ii. As explained in Note No. 3 of Notes to Accounts, calls in arrears have not been reconciled.

iii. As explained in Note No. 5 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 11.31 lacs and interest receivable amounting to Rs. 214.15 lacs, which are prima facie doubtful of recovery.

iv. As explained in Note No. 6 of Notes to Accounts, balances of Sundry Debtors, Other Loans & Advances, Sundry Creditors, Other Current Liabilities and Bank Balances amounting to Rs. 5.70 lacs are subject to confirmation / reconciliation.

7. Our audit report on the financial statements for the year ended 31st March, 2009 was also qualified in respect of the matter stated in paragraph 4,5 (iv) and 6 (ii), (iii) & (iv)above.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required. Further, subject to our observations in paragraph 4, 5 (iv), and 6 above the consequential effects of which on loss for the year and the relevant assets and liabilities are not quantifiable, the said accounts 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 31,2010;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of NOBLE EXPLOCHEM LIMITED on the financial statements for the year ended 31st March, 2010]

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

(b) The fixed assets of the company have not been physically verified by the management during the year, therefore we are unable to comment on discrepancies in absence of such physical verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) The Company does not have any inventories on hand as on the reporting date.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c) and (d) are not applicable to the company.

(e) During the year, the Company had taken unsecured loans from a company and two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 157 Lacs and the year-end balance of loans taken from such parties was Rs. 143.45 Lacs.

(f) The Company has not provided for any interest on the above loans during the year and there is no stipulation with respect to repayment of principal amount. Further, other terms and conditions of loans taken by the Company are, prima facie, not prejudicial to the interest of the Company. Accordingly, the sub-clause (g) is not applicable to the company.

(iv) The Company does not have any transactions related to purchase and sale of fixed assets, goods and services, and inventories at the beginning and at the end of the period. Hence the clause is not applicable to the Company.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions for purchase and sale of goods, materials and services made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, the sub-clause (b) is not applicable to the company.

(vi) The company has not accepted any deposits from the Public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed that the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) The Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

(Rs in Lacs)

Name of the statute Nature of the dues Amount

Income Tax Act Income Tax 30.32

BST/CST and VAT BST/CST and VAT 62.32

Professional Tax Act Professional Tax 11.21

Service Tax Act Service Tax 1.29

Employees Provident Fund Act Provident Fund 69.51

Central Excise Act Excise Duty 7.75

Companies Act Investor Education and Protection Fund 5.29

Fringe Benefit Tax Fringe Benefit 13.36

Wealth Tax Wealth Tax 1.22

Non Agriculture & Gram Non Agriculture & Gram Panchayat Tax 25.22

Panchayat Tax

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth- tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

(Rs in Lacs)

Name of the Nature of dues Amount Period to which the Forum where

statute amount relates dispute is pending

Income Tax Act Income Tax 90.13 A.Y. 2004-05 CIT (A) - I

Income Tax Act Assessment of loss 231.46 A.Y. 2006-07 CIT (A)

Income Tax Act Income Tax 1.21 A.Y. 1984-85 High Court

Income Tax Act Income Tax 3.66 A.Y. 1991-92 High Court

Income Tax Act Income Tax 1.63 A.Y. 1992-93 High Court

Income Tax Act Income Tax 3.52 A.Y. 1996-97 High Court

Central Excise Excise Duty 15.90 Various Years CESTAT Mumbai

Tariff Act

Central Sales Sales Tax 53.92 F.Y. 2002-03 Dy. Commisioner

Tax Act (Appeal) - I

Central Sales Sales Tax 396.66 F.Y. 2004-05 Dy. Commisioner

Tax Act (Appeal) - I

(x) The Company has accumulated losses exceeding its net worth as at 31st March, 2010 and it has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has been a continuing defaulter in repayment of dues to a bank since many years amounting to Rs. 182.76 lacs outstanding as on 31" March, 2010 and no provision of interest amounting to Rs. 27.58 lacs has been made during the year.

(xii) We are of the opinion that 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) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society and hence the clause is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments and hence the clause is not applicable to the Company.

(xv) In our opinion, the Company has not given any guarantee for loans taken by others from banks or

financial institutions during the year, the terms and conditions of which are prejudicial to the interest of the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

(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 no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company did not have any outstanding debentures.

(xx) The Company has not raised any money by issue of any shares/securities to the public during the year.

(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 fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Haribhakti & Co.

Chartered Accountants

FRNNO.103523W

Chetan Desai

Partner

Membership No. 17000

Place: Mumbai

Date: 6th September 2010