Auditor Report of Genus Prime Infra Ltd.

Mar 31, 2015

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

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policie s; 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, issued by the Institute of Chartered Accountants of India, as 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 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 effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with generally accepted accounting;

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

III. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of our report of even date Re: Genus Prime Infra Limited (Formerly Gulshan Chemfill Limited) ("the Company")

(i) There is no Fixed Assets held by the company.

(ii) There is no Inventory held by the company.

(iii) 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 Companies Act, 2013. Accordingly, clause (iii)(a) and (iii)(b) of paragraph of the Order are not applicable to the company for the year under report.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the products of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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

(d) According to the information and explanations given to us, the amount is not required to be transferred to investor educati on and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company has Rs.16510187.00 accumulated losses at the end of the financial year and it has incurred cash losses of Rs. 1341999.00 in the current and Rs. 472117.00 immediately preceding financial year.

(ix) 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, bank or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution.

(xi) Based on the information and explanations given to us by the Management, term loans were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year.

For D. Khanna & Associates Firm registration number: 012917N Chartered Accountants

Deepak Khanna Place: New Delhi Partner Date : May 29, 2015 Membership No.: 092140

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Mar 31, 2014

1. We have audited the accompanying financial statements of Genus Prime Infra limited (Formerly Gulshan Chemfill Limited) , which comprise the Balance Sheet as at March 31. 2014 , the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 ("the Act7''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true and fair view and 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 tree 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 auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In mailing those risk assessments, the auditor considers internal control relevant to the Company''s preparation and lair 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. Webehevethat the audit evidence we have obtained issufficientandappropriateto provide a basts for our audit opinion. Opinion

6. 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 accounting principles generally accepted in India;

{a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31,2014 and

(b) Inthecase of the Statement of Profit andLoss, of the loss for the year ended on that date.

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

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

8. As requiredby section 227(3) of the Act, we repomhat:

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

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

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

(d.) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standard referred to in section 211 (3C) of the Companies Act, 1956;

(e.) On the basis of written representations received from the directors as on March 31.2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of section 274{I)(g)oftheAcL

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

1. a. The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

b. The fixed assets have been physically verified by management during the year and discrepancies noticed on such verification are accounted for in the books of the Company.

c. During the year company has not disposed off any substantial pan of its fixed assets,

2. There is no inventory held by company.

3. a. The Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly clauses (b), (c) and (d) are not applicable on the Company.

b. The Company has not taken loans from one Company which are covered in the register maintained U/s 301 of the Companies Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its "business for thepurchase of inventory and fixedassets and for the sale ofgoods.

5. In respect to transactions entered in the register maintained in pursuance of section30l of the Companies Act, 1956;

a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into theregister maintained undersection301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements enteredin the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any part during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us company has not accepted any public deposit during the year. Accordingly, in our opinion the provisions of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

8. According to the information that the Central Government has not prescribed the maintenance of cost records under section 209( l){d) of the Companies Act, 1956 for any of the products of the Company.

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

a The Company is generally regular in depositing with appropriate authorities undisputed stamtory dues including income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty and cess were in arrears, as at 31" March, 2014 for a period of more than six months from the date they become payable.

10. The Company has incurred cashloss Rs. 472117.00 during the financial year covered byouraudit.

11. In our opinion and according to the information and explanations given to us there was no outstanding installment due to financial institution as on 31'' March, 2014,

12. According to the information and explanations given Lous, no loans and advances have been granted by the Company on the basis of security by way of pledge shares, debentures and other securities,

13. In our opinion, 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 2004 is not applicable to the Company.

14. In our opinion proper records have been maintained for transaction of shares, securities and timely entries are recorded therein. The shares and securities are held in the name of the company.

15. According to Lhe information and explanation given to us, the Company has not given any guarantee for loans taken by others fro m bank or financial institutions.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanation 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. No long term funds have been used to finance short term assets except working capital.

18. 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 Companies Act, 1956

19. TheGimpany has not issued any debentures duringthe financial year covered by our audit,

20. The Company has nor raised any money through a public issue during the year.

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

For D. Khanna & Associates Chartered Accountants (Registration No.012917N)

Sd/- Plaee ; New Delhi

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Mar 31, 2012

We have audited the attached Balance Sheet of Genus Prime Infra Limited (Formerly Gulshan Chemfill Limited) as at 31st March, 2012 and Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of the books of the Company.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of accounts of the Company.

iv) In our opinion, the Balance Sheet and the 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.

v) Based on the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2012, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of the Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present 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 sate of affairs of the Company as at 31st March, 2012, and;

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

(c) in the case of the Cash flow statement, of the Cash flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT (Referred in Paragraph 3 of our Report of even date)

I. In respect of Fixed Assets:

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

(b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion, although company has not disposed off substantial part of its fixed assets during the year yet the going concern status of the company is not affected.

II. In respect of Inventories :

Since the Company do not have any Inventories so clause (a) to (c) of this points are not applicable to the company.

III. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

(a) According to the records of the company and information given to us, the company has not granted any loan to any party Covered u/s -301 of the Companies Act 1956 during the year.

(b) , (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the Company.

(e) According to the records of the company and information given to us, the company has not taken loans during the year from companies , firm or other parties covered in the register maintained u/s 301 of Companies Act 1956 .Consequently, the requirement of clause(iii)(f) & (iii) (g) of this order are not applicable.

IV. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. We have not observed any major weaknesses in the Internal controls. However there is no Purchase of Inventory and fixed Assets and Sale of Goods and services during the year.

V. In respect of Transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. The Company has not accepted any Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

VII. In our opinion, the Company has an adequate Internal Audit System commensurate with its size.

VIII. The Central Government has not prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 for the current year.

IX. (a) According to the records of the Company and explanations given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, cess and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more that 6 months from the date of becoming payable.

(b) As explained to us and information given to us, there is no dispute in case of dues of Sales Tax/ Income Tax/ Custom Duty / Wealth Tax/Service Tax/ Excise Duty/ Cess.

X. The Company has accumulated losses and it has incurred cash losses during the financial year covered by our audit & but not incurred cash loss in the immediately preceding financial year.

XI. According to the records and information given to us, the company has no outstanding balance of any Loan from any Bank/Financial Institution at any time during the year .Hence question of default on this account does not arise.

XII. In our opinion and according to the information and explanation 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 security.

XIII. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report), (Amendment) Order 2003 is not applicable to the company.

XIV. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

XV. The Company has not given corporate guarantee for loans taken by other from Bank.

XVI. According to the records of the company and according to the information and explanations given to us, no term loan has been taken by the company during the financial year.

XVII. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that No funds have been raised on short term basis hence question of short term fund uses for long term investment does not arise.

XVIII. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

XIX. No debentures have been issued by the company.

XX. The company has not raised any money by public issue during the year.

XXI. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year. For SHAHID & ASSOCIATES

Chartered Accountants

(MOHD. SHAHID)

Date : 04.09.2012 Proprietor

Camp : Delhi Membership No : 70408

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Mar 31, 2011

We have audited the attached Balance Sheet of Genus Prime Infra Limited as at 31st March, 2011 and Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of the books of the Company.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of accounts of the Company.

iv) In our opinion, the Balance Sheet and the 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.

v) Based on the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2011, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of the Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present 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 sate 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.

(c) In the case of the Cash flow statement, of the Cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITOR's REPORT (Referred in Paragraph 3 of our Report of even date)

I. In respect of Fixed Assets:

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

(b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the Company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion, although company has disposed off substantial part of its fixed assets during the year yet the going concern status of the Company is not affected.

II. In respect of Inventories:

(a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and material discrepancies were notified on physical verification of inventories as compared to book records.

III. In respect of Loans, secured or unsecured granted or taken by the Company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

(a) According to the records of the Company and information given to us, the Company has not granted any loan to any party during the year.

(b), (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the Company.

(e) According to the records of the Company and information given to us, the Company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s 301 of the Companies Act 1956. Consequently, the requirement of Clauses (iii)f and (iii)g of paragraph 4 of the Order are not applicable.

IV. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets and Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls.

V. In respect of Transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. The Company has not accepted any Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

VII. In our opinion, the Company has an adequate Internal Audit System commensurate with its size.

VIII.The Central Government has not prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 for the current year.

IX. (a) According to the records of the Company and explanations given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, cess and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more that 6 months from the date of becoming payable.

(b) As explained to us and information given to us, there is no dispute in case of dues of Sales Tax/ Income Tax/ Custom Duty / Wealth Tax/Service Tax/ Excise Duty/ Cess.

X. The Company has accumulated losses but it has not incurred cash losses during the financial year covered by our audit & in the immediately preceding financial year also.

XI. According to the records and information given to us, the company has no outstanding balance of any Loan from any Bank/Financial Institution at any time during the year. Hence question of default on this account does not arise.

XII. In our opinion and according to the information and explanation 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 security.

XIII. In our opinion and According to the information and explanations given to us, the Company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report), (Amendment) Order 2003 is not applicable to the Company.

XIV. In our opinion and According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

XV. The Company has not given corporate guarantee for loans taken by other from Bank.

XVI. According to the records of the Company and according to the information and explanations given to us, no term loan has been taken by the Company during the financial year.

XVII. According to the records of the Company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that No funds have been raised on short term basis hence question of short fund uses fro long term investment doest not arise.

XVIII.During the year, the Company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

XIX. No debentures have been issued by the Company.

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

XXI. As explained to us and information given to us, no fraud on or by the Company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES Chartered Accountants

(MOHD. SHAHID) Date : 14th April, 2011 Proprietor

Place : Delhi Membership No : 70408

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Mar 31, 2010

We have audited the attached Balance Sheet of Genus Prime Infra Limited (Formerly Gulshan Chemfill Limited), as at 31st March, 2010 and Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of the books of the Company.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of accounts of the Company.

iv) In our opinion, the Balance Sheet and the 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.

v) Basedon the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31= March 2010, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of the Section 274 of the Companies Act, 1956. vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present 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 sate of affairs of the Company as at 31st March, 2010, and;

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

c) In the case of the Cash flow statement, of the Cash flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred in Paragraph 3 of our Report of even date)

1. In respect of Fixed Assets:

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

c) In our opinion, although company has disposed off substantial part of its fixed assets during the year yet the going concern status of the company is not affected.

2. In respect of Inventories:

a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals. However at the end of the year, there was no inventories with the Company.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no materia! discrepancies were notified on physical verification of inventories as compared to book records.

3. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

a) According to the records of the company and information given to us, the company has not granted any loan to any party during the year.

(b), (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the company.

(e) According to the records of the company and information given to us, the company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s 301 of the Companies Act 1956.Consequently.the requirement of Clauses (iii)f and (iii)g of paragraph 4 of the Order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets and Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls.

5. In respect of Transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an adequate internal Audit System commensurate with its size.

8. The Central Government has not prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 for the current year.

9. (a) According to the records of the Company and explanations given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31" March, 2010 for a period of more that 6 months from the date of becoming payable.

(b) As explained to us and information given to us, there is no dispute in case of dues of Sales Tax/ Income Tax/ Custom Duty / Wealth Tax/Service Tax/ Excise Duty/ Cess.

10. The Company has accumulated losses but it has not incurred cash losses during the financial year covered by our audit & in the immediately preceding financial year also.

11. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

12. In our opinion and according to the information and explanation 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 security.

13. in our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report), (Amendment) Order 2003 is not applicable to the company.

14. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. As explained to us The Company has not given corporate guarantee for loans taken by other from Bank.

16. The company have not taken any term loan from any bank during the financial year.

17. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short-term basis have not been used for long-term investment during the year covered under audit.

18. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

19. No debentures have been issued by the company.

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

21. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES

Chartered Accountants

(MOHD. SHAHID)

Date : 28-May, 2010 Proprietor

Place : Delhi Membership No : 70408

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Mar 31, 2009

We have audited the attached Balance Sheet of Genus Prime Infra Limited (Formerly Gulshan Chemfill Limited), as at 31st March, 2009 and Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of the books of the Company.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of accounts of the Company.

iv) In our opinion, the Balance Sheet and the 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.

v) Based on the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2009, prima-facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of the Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present 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 sate of affairs of the Company as at 31st March, 2009, and;

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

(c) In the case of the Cash flow statement, of the Cash flows of the company for the year ended on that date.



ANNEXURE TO AUDITORS REPORT (Referred in Paragraph 3 of our Report of even date)



1. In respect of Fixed Assets:

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

(b) As explained to us, these Assets have been physically verified by the Management at reasonable intervals, having regard to the size of the company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion, although company has disposed off substantial part of its fixed assets during the year yet the going concern status of the company is not affected.

2. In respect of Inventories:

(a) As explained to us, physical verification of inventory has been conducted by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were notified on physical verification of inventories as compared to book records.

3. In respect of Loans, secured or unsecured granted or taken by the company to/from companies, firms and other parties covered in the register maintained u/s 301 of Companies Act 1956 :

(a) According to the records of the company and information given to us,the company has not granted any loan to any party during the year.

(b), (c) & (d) Since the Company has not granted any loan to any party, these points are not applicable to the company.

(e) According to the records of the company and information given to us, the company has not taken loans during the year from companies, firms or other parties covered in the register maintain u/s 301 of the Companies Act 1956.Consequently, the requirement of Clauses (iii)f and (iii)g of paragraph 4 of the Order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the Purchase of Inventory and fixed Assets and Sale of Goods and services. During the course of audit, we have not observed any major weaknesses in the Internal controls.

5. In respect of Transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any Deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with its size.

8. The Central Government has not prescribed the maintenance of Cost Records under section 209(1 )(d) of the Companies Act, 1956 for the current year.

9. (a) According to the records of the Company and explanations given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities, According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2009 for a period of more that 6 months from the date of becoming payable.

(b) As explained to us and information given to us, there is no dispute in case of dues of Sales Tax/ Income Tax/ Custom Duty / Wealth Tax/Service Tax/ Excise Duty/ Cess.

10. The Company has accumulated losses but it has not incurred cash losses during the financial year covered by our audit & in the immediately preceding financial year also.

11. According to the records and information given to us, the company has not defaulted in repayment of dues to a financial Institution or bank.

12. In our opinion and according to the information and explanation 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 security.

13. In our opinion and According to the information and explanations given to us, the company is not a chit fund or Nidhi or mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report), (Amendment) Order 2003 is not applicable to the company.

14. In our opinion and According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. The Company has not given corporate guarantee for loans taken by other from Bank.

16. According to the records of the company and according to the information and explanations given to us, the term loan taken by the company were applied for the purpose for which the loans were taken. However, they have been paid in full during the financial year.

17. According to the records of the company and according to the information and explanations given to us and on overall examination of the balance sheet, we opine that the funds raised on short-term basis have not been used for long-term investment during the year covered under audit.

18. During the year, the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under section 301 of the Companies Act 1956.

19. No debentures have been issued by the company.

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

21. As explained to us and information given to us, no fraud on or by the company has been noticed by or reported during the year.

For SHAHID & ASSOCIATES

Chartered Accountants

Place : Delhi

Date : June 29, 2009 (MOHD. SHAHID)

Proprietor

Membership No. 70408