Auditor Report of Veronica Production Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Jagran Production Limited (''The Company''), which comprise the Balance Sheet as at 31 March 2015, the Profit and Loss Statement, Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

Other Matters

We draw attention to the following matter in the Notes to Financial Statements:

a. Note 5.1 which describes that company has not maintained any information regarding payments made as well as amounts, including interest if any, due to Micro Small and Medium Enterprises as required by section 22 of Micro, Small and Medium Enterprises Development Act, 2006.

Our Opinion is not modified / qualified 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, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2015 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 Section 164 (2) of the Act; and

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

i. The Company has disclosed the impact of pending litigations, if any, on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, if any, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

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

(b) As certified by the management, all the assets have been physically verified by the management during the year as there is a regular program of verification. In our opinion, the same is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of the examination of the records of the company, we are of the opinion that the company is maintaining proper records of inventory. As reported to us, the discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operations of the company.

(iii) (a) As reported to us, the Company had not granted loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act')

(b) The company has not given loans to any party and hence this clause is not applicable.

(c) The company has not given loans to any party and hence this clause is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business specifically with regard to the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) The Company has accepted deposits to the extent of its paid up capital from the public.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. No undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of income tax, sales tax, service tax, wealth tax, duty of customs, duty of excise, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company has not accumulated losses exceeding 100% ofits networth at the end of the financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or 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) On the basis of the records examined by us, and relying on the information compiled by the company for co-relating the funds rose to the end use of term loans, we have to state that the company has, prima facie, applied the term loans for the purpose for which they were obtained.

(xii) On the basis of our examination of the books of account and other relevant records and information made available to us, prima facie, we have not noticed any fraud (i.e. intentional material misstatements resulting from fraudulent financial reporting and misappropriations of assets) on or by the company, during the year. Further, the management has represented to us that no fraud on or by the company has been reported during the year. However, we are unable to determine/verify as to whether any such reporting has been made during the year.

As per our report of even date attached For and on behalf of the Board For Rishi Shekhri & Associates. (Chartered Accountants)

Sd/- Sd/- Sd/- Rishi Shekhri Proprietor Director Director Place : Ahmedabad Date: May 29, 2015

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Mar 31, 2013

Report on Financial Statements

1. We have audited the accompanying Financial Statements of Shrey Chemicals Limited which comprise the Balance Sheet as at 31st March 2013, Profit and Loss Account for the year then ended, and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. Management of the Branch is responsible for the preparation of these Financial Statements that give true and fair view of the financial position and financial performance of the Branch in accordance with the Banking Regulation Act, complying with Reserve Bank of India Guidelines from time to time. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility:

3. 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. .

4. An audit involves performing procedures to obtain audit evidence - about the amounts and disclosures in the financial statements. The

Procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity''s preparation and fair ''

presentation of the financial statements in order to design audit procedures that-are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion, and to the best of our information and according to the explanation given to us, read with the Memorandum of Changes mentioned in paragraph 11 below, the financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of fifes Balance Sheet, of the state of affairs of the Branch as at March 31, 2013; and

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

Report on Other Legal and Regulatory Requirements

7. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949;

8. Subject to the limitations of the audit as indicated in Paragraphs 3 to 5 above and paragraph 10 below, we report that:

'' We further report that:

- The Balance Sheet and Profit and loss account dealt with by this . '' report are in agreement with the books of account and returns;

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

- In our Opinion, the Balance Sheet and Statement of Profit & Loss '' Account comply with the Accounting Standards referred to in . subsection (3C) of section 211 of the companies Act, 1956. -

- In our opinion, proper books of account as required by law have been kept by the branch so far as appears from our examination of those books; ''

- We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit and have found them to be satisfactory.

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

_ section 274 of the Companies Act, 1956.

- Since Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. ''

The Annexure referred to In paragraph 1 of the Our Report of even date to the members of Shrey Chemicals Limited, on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: .

1. (a) The company has maintained proper records showing full particulars including '' quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. - 2,69,09,798/-

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company. -

4. In our opinion and according to the information and explanations given to us, there is generally not an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. But during the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises. ''

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956. - .

7. As per information & explanations given by the management, the Company has not an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management. No maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have not been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us as on 31-03-2010 undisputed Amount of Rs. 534456/-, Rs. 327102/- and Rs. 78062/- were outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. ¦ .

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

11. Based on our audit procedures and on 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, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore. Du: provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31* March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For, Gaurang Vora & Associates.

Chartered Accountants



sd/-

Gaurang Vora

Place: Ahmedabad Proprietor

Date: 30th May, 2013 Membership No. : 39526

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Mar 31, 2012

We have audited the attached Balance Sheet of SHREY CHEMICALS LIMITED as at 31st March 2012 and also the annexed Profit and 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,

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

As per the Companies (Auditors report), order, 2003 issued by the Central! Government of India in terms of Section 227 (4-A) of the Companies Act, 1956, we - do hereby state that the company is exempted under the Companies (Auditors report) order, 2003, on the matter specified paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

1, 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.

2. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examination of the books.

3. The Balance Sheet & Profit. & Loss Account dealt with by this report-is in agreement with the. books of accounts and comply with the Accounting Standards referred to in Sub- Section 3(C) of section 211 of the Companies Act, 1956.

4. According to information and explanations given'' to ,us and on the basis of written representations from the directors of the Company, none of the Director is disqualified from being appointed as a director of the Company, under section 274(1) (g) of the Companies Act, 1956.

5. In ,our opinion and to the best of our information and according to the explanation given to us, they said Balance Sheet and the Profit and Loss Account, together 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: -

a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012 and

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

ANNEXURE

(Referred to in paragraph 1 of our report of even date)

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

(b) All the Assets have been physically verified by the management during to the year and there is regular program of Verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, No material discrepancies were noticed on such verification

(c) In our opinion and according to the information and explanation given, to us the company has not, disposed off substantial part of fixed assets during the year ;

ii) (a) In our opinion, physical verification of inventory has been conducted by Management at reasonable intervals.

(b) The procedure of Physical Verification of inventory not followed by the management.

iii) (a) As informed to us, the company has not granted loans, secured or " unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. The yearend Balance of Loan is Rs.2,69,09,798/-

(b) In our opinion the rate of interest and other .terms and conditions on which loans have been taken from/ granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the aforesaid loans, the amount is received on demand, the company is receiving the principal amount as & when demanded & has not been receiving any interest.

(d) The aforesaid loan is received on demand & therefore the Question of overdue amount does not arise.

(e) The company had not taken loan, secured or unsecured from companies, firms or others parties covered in the register maintained '' under section 301 of the Act. and the yearend balance of loans taken to such parties was Rs.NIL /-

(f) In our opinion the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(g) In respect of the aforesaid loans, the amount is payable on demand, ¦ the company is repaying the principal amount as & when demanded & has not been paying any interest.

(h) The aforesaid loan is repayable on demand & therefore the question of overdue amount does not arise,

iv) In our opinion and according to information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and Fixed assets. During the course of audit, no major weakness has been noticed in these internal controls.

v) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

vi) In our opinion, according to the information and explanations given to us, the company has not taken any deposit from the public.

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

viii) The company has no need to maintained Cost records has been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act.

ix) (a) The company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Income tax, Sales-tax, Excise Duty, investors education and protection fund, wealth Tax, Custom Duty, Cess, and other material Statutory dues applicable to it. As on 31-03-2010 undisputed Amount of Rs. 534456/-, Rs. 327.02/- and Rs. 78062/- were outstanding for a period of more than six month from the date they became payable in respect of Sales Tax arrears for a period of more than six month from the date they became payable as at 31st March 2011.

(b) According to the information and explanation given to us, there are no cases of non-deposits with the appropriate authorities of disputed dues of sales tax /excise duty /custom duty / wealth tax / cess.

x) The company has no any accumulated losses at the end of the current financial year. The company has not incurred any cash losses in current year

xi) According to the information and explanations given to us, the company is hot defaulting any repayment of loan.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of Shares, debentures and other securities.

xiii) The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing or trading in Shares, Securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

xv) In our opinion, and explanation given to us the terms and condition on which the" company has no given guarantees for loans taken by others from Bank or Financial Institutions are, prima facie, not prejudicial to the interest'' of the company.

xvi) According to the information and explanations given to us company has not received any loan during the year.

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

xviii)The company has not made 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, no debentures and/or preference shares have been issued during the year.

xx) The company has not raised any money through a public issue.

xxi) Based upon the .audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit

For, Gaurang Vora & Associates

Chartered Accountants

Sd/-

(Gaurang Vora)

Proprietor

Firm No. 103110W

Membership : 39526

PLACE : AHMEDABAD

Date : September 01, 2012.

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Mar 31, 2011

We have audited the attached Balance Sheet of DHVANIL CHAMICALS LIMITED as at 31st March 2011 and also the annexed Profit and 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.

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

As per the Companies (Auditors report) order, 2003 issued by the Central Government of India in terms of Section 227 (4-A) of the Companies Act, 1956, we do hereby state that the company is exempted under the Companies (Auditors report) order, 2003, on the matter specified paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

1. 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.

2. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examination of the books.

3. The Balance Sheet & Profit & Loss Account dealt with by this report is in agreement with the books of accounts and comply with the Accounting Standards referred to in Sub- Section 3(C) of section 211 of the Companies Act, 1956.

4. According to information and explanations given to us and on the basis of written representations from the directors of the Company, none of the Director is disqualified from being appointed as a director of the Company under section 274(1) (g) of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and the Profit and Loss Account, together 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: -

a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011 and

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

ANNEXURE

(Referred to in paragraph 1 of our report of even date)

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

(b) All the Assets have been physically verified by the management during the year and there is regular program of Verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification ;

(c) In our opinion and according to the information and explanation given to us the company has not disposed off substantial part of fixed assets during the year ;

ii) (a) The Company has no inventory, hence not applicable

iii) (a) As informed to us, the company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. The year end Balance of Loan is Rs.3,78,04,798/-

(b) In our opinion the rate of interest and other terms and conditions on which loans have been taken from/ granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the aforesaid loans, the amount is received on demand, the company is receiving the principal amount as & when demanded & has not been receiving any interest.

(d) The aforesaid loan is received on demand & therefore the question of overdue amount does not arise.

(e) The company had not taken loan, secured or unsecured from companies, firms or others parties covered in the register maintained under section 301 of the Act. and the year end balance of loans taken to such parties was Rs.NIL /-

(f) In our opinion the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) In respect of the aforesaid loans, the amount is payable on demand, the company is repaying the principal amount as & when demanded & has not been paying any interest.

(h) The aforesaid loan is repayable on demand & therefore the question of overdue amount does not arise.

iv) In our opinion and according to information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and Fixed assets. During the course of audit, no major weakness has been noticed in these internal controls.

v) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

vi) In our opinion, according to the information and explanations given to us, the company has not taken any deposit from the public.

vii) In our opinion the company has an internal audit system commensurate with its size and nature of its business. viii) The company has no need to maintained Cost records has been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act.

ix) (a) The company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Income tax, Sales-tax, Excise Duty, investors education and protection fund, wealth Tax, Custom Duty, Cess and other material Statutory dues applicable to it. As on 31-03-2010 undisputed Amount of Rs. 534456/-, Rs. 327102/- and Rs. 78062/- were outstanding for a period of more than six month from the date they became payable in respect of Sales Tax arrears for a period of more than six month from the date they became payable as at 31st March 2011.

(b) According to the information and explanation given to us, there are no cases of non-deposits with the appropriate authorities of disputed dues of sales tax /excise duty /custom duty / wealth tax / cess.

x) The company has no any accumulated losses at the end of the current

financial year. The company has not incurred any cash losses in current year

xi) According to the information and explanations given to us, the company has defaulted in repayment of dues of loan of taken from Bank of Baroda Rs. 66.57/-and Rs.5.46 of GSFC. Which is stand in the Secured Loan.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of Shares, debentures and other securities.

xiii) The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

xiv) According to the information and explanations given to us, the company is not dealing or trading in Shares, Securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 is not applicable to the company. xv) In our opinion, and explanation given to us the terms and condition on which the company has no given guarantees for loans taken by others from Bank or Financial Institutions are, prima facie, not prejudicial to the interest of the company.

xvi) According to the information and explanations given to us company has not received any loan during the year.

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

xviii)The company has not made 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, no debentures and/or preference shares have been issued during the year.

xx) The company has not raised any money through a public issue.

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit

For NIRAV S. SHAH & Co. Chartered Accountants

(NIRAV S.SHAH)

Proprietor

Firm No. 130244W Membership : 133345

PLACE: AHMEDABAD Date : Sep 01, 2011

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Mar 31, 2010

We have audited the attached BALANCE SHEET of DHAVNIL CHEMICALS LIMITED as at 31.03.2010, the Profit & Loss Account for the period ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. 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.

(1) (a) As required by the Companies (Auditors Report) Order, 2003 issued by the Central. Government of India in terms of subsection (4 A) 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.

(2) Further to our comments in the Annexure referred to above, we report that:-

(f) We have obtained all the information and expianation which to the best of our knowledge and bellef were necessary for purpose of our audit;

(g) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

(h) The Blance Sheet and the profill and Loss Account dealt with by this report are in agreement with the books of account. (i) In our opinion, the Balance Sheet, and Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(j) On the basis of written representations received .form Board of Directors, we report that none of the directors disqualified as on 31* March 2010 from being appointed as a director in terms of clause (g) of sub section Companies Act,1956 Given the information required by the companies Ac 1956 ln the manner so required and given a true and fair view in conformity with the accounting principles generally accepted In India

(iii) In the case of the Balance sheet of the state of affairs of the company as at 31.03.2010 and;

(iv) In case of Profit and Loss Account of the PROFIT for the period ended on that date;

ANNEXURE

(Referred to in paragraph 1 of our report of even date)

a. The Company has maintained proper records showing full particulars including quantities details and situation of Fixed Assets.

b. All the Assets have not been physically verified, by the management during the year but there is reguiar program of Verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanation given to us the company has not disposed off substantial part of fixed assets during the year. Moreover In Previous Year Depreciation on the Fixed provided, but we not provided Depreciation on the Fixed Assets for the Particular Financial Year. On the value of the last audited Balance Sheet. Because as per management given explanation to us the company has not done any Business during the year.

ii. There is no inventory at the year end.

iii. 1. As informed to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. However, year end Balance of Loan taken from relatives of director is. Rs NIL-

2.The.company had no taken loan from any other companies covered in the register maintained under section 301 of the Companies Act, 1956. And the year end balance of loans taken from such parties was Rs. NIL There are to firms covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans..

3. In our opinion the rate of interest and other terms and conditions on which loans have beenwken from/ granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act,1956 are not prima facie, prejudicial to the interest of. the company.

4. In respect of the aforesaid loans, the amount is payable on demand, the company is repaying the principal amount as & when demanded & has not been paying any interest.

5. The aforesaid loan is repayable on demand & therefore the question of overdue amount docs not arise.

iv. In our opinion and according to information & explanations given to us, there are adequate internal control procedures 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 course of audit, no major weakness has been noticed in these internal controls.

v. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

vi. In our opinion, according to the information and explanations given to us, the company has not taken any deposit from the public during the year.

vii. In our opinion the company has an internal audit system commensurate with its size and nature of its business.

viii. As informed to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the products of the company.

ix. (a.) The company is generally reular In depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Income tax, Sales-tax, Excise Duty, investors education and protection fund, wealth Tax, Custom Duty, Cess and other material Statutory dues applicable to it except Income Tax Liability of Rs.NIL/-. There were no arrears for a period of mor- than six month from the date they became payable as at 31st March 2010.

x. As on 31-03-2010 undisputed amount of Rs.534456/- Rs.327102/- and Rs.78062/- were outstanding for a period of more than six month from the date they became payable in respect of Sales Tax. Central Sales Tax and Turnover Tax Respectively.

xi. The accumulated losses of the company are not more than 50% of its Net Worth. The company has not incurred any cash losses in current year

xii. According to the information and explanations given to us/the company has defaulted in repayment of dues of loan of taken from AS PER SCHEDULE "C" OF THE BALANCE SHEET, i.e. Rs.66.57 of Bank of Baroda, Rs.5.46 of GSFC, The details are mentioned at Schedule J. Notes forming part of Accounts given at Audited Annual Accounts of the Financial Year 2009-10.

xiii.. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of Shares, debentures and other securities.

xiv. The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the company.

xv. According to the information and explanations given to us, the company is not dealing or trading in Shares, Securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the company.

xvi. In our opinion, the terms and condition on which the company has given guarantees for loans taken by others from Bank or Financial Institutions are prima facie not prejudicial.to.the interest of the company.

xvii. According to the information and explanations given to us in this year there is no term loan during the loan.

xviii. 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.

xix. The company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xx. According to the information and explanations given to us, no debentures and/or preference shares have been issued during the year.

xi. The company has not raised any money through a public issue.

xii. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit

For NIRAV S. SHAH & Co. CHARTERED ACCOUNTANTS PLACE : AHMEDABAD DATE : 01/09/2010 (NIRAV S. SHAH ) Proprietor Membership # 133345