Auditor Report of Omkar Speciality Chemicals Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone 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 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 the 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 a 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 standalone 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/loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a. During the year under review the company has changed the method of arriving cost of Work in progress and finished goods, this has resulted into over statement of stock and profit by Rs. 71.50 lacs.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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) The going concern matter described in the Emphasis of Matters paragraph above, in our opinion, may not have an adverse effect on the functioning of the Company.

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

(g) 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 does not have any pending litigations which would impact its financial position.

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

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

As required by the Company (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 Companies Act, 2013, in our opinion, and on the basis of such checks of the books and the records as we considered appropriate, and according to the information and explanation given to us during the normal course of audit, which were necessary to the best of our knowledge and belief, we report that-

- (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, except for certain items of fixed assets, the quantitative details and the situation of the fixed assets, we were informed, are in the process of being complied.

(b) A substantial portion of the fixed assets has been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

- (a) The inventories have been physically verified during the year by the Management at reasonable intervals.

(b) In our opinion, 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 examination of inventory records, in our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

- The Company has granted loans, secured or unsecured, to Companies , firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

(a) In our opinion and according to the information and explanations given to us Receipt of the principal amount and interest are regular.

(b) In our opinion and to the best of our information and according to the explanations given to us, there were no overdue amounts more than Rs. One lakh from the companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act 2013.

- 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 with regard to purchases of inventory, fixed assets and with regard to 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 control system.

- In our opinion and according to the information and explanations given to us, the company has not accepted deposits and hence, the question of compliance of directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under does not arise.

- We have broadly reviewed the cost records maintained by the company specified by the Central Government under sub- section (l) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

- (a) According to the records of the Company and as per the information and explanations given to us, the Company is generally not regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Works Contract Tax, Duty of Customs, Duty of Excise, value added tax, cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no arrears of statutory dues as at March 31, 2015 for a period of more than six months from the date they became payable except for Income Tax of Rs. 214 lacs which is payable for Assessment Year 2014-15

(b) According to the information and explanation given to us and records examined by us, there are no disputed dues of Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess outstanding as on 31st March 2015, except following dues raised by the income Tax Department which are disputed by the Company:

Total Demand Payment Made (Rs. Assessment year (Rs. in lakhs) in lakhs)

2009- 10 77.76 25.00

2010- 11 185.04 125.00

2011- 12 145.32 60.00

Assessment Year Particulars

2009-10 Appeal Pending with Income Tax Appellate Tribunal.

2010-11 Appeal Pending with Income Tax Appellate Tribunal.

2011-12 Appeal Pending with Income Tax Appellate Tribunal.

(c ) In our opinion, and according to the information and explanation given to us, the provisions of the Companies Act, 1956 (1 of 1956) in relation to investor education and protection fund are not applicable to the Company.

- The company has no accumulated losses as on 31st March 2015 and has not incurred cash losses during the financial year covered by our audit as also during the immediate preceding financial year.

- In our opinion and according to the information and explanations given to us, the Company has been generally regular in repayment of interest and principle to financial institutions or banks except that in few cases there were minor delay in repayment of interest and principle to financial institutions or banks.

- The company has given guarantees for loans taken by others from bank and financial institutions. According to the information and explanation given to us, we are of the opinions that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

- According to the information and explanation given to us and on an overall examination we are of the opinion that the term loans were applied for the purpose for which loans were obtained.

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

For J.P.J. ASSOCIATES Chartered Accountants Firm's Registration Number : 113012W

CA Sandesh Deorukhkar Partner Membership Number : 044397

Place : Badlapur Date: 02/06/2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

f. Since the 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.

ANNEXURE TO THE AUDITORS'' REPORT

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

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets except for certain items of Fixed Assets, the quantitative details of which, we were informed, are in the process of being compiled.

(b) The fixed assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The company has not disposed of a substantial part of its fixed asset during the year and the going concern status of the company is not affected.

(ii) (a) As explained to us and on the basis of verification of relevant records, the inventories have been physically verified by the Management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

(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 of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has granted unsecured loans to its three subsidiaries, the maximum amount outstanding at any time during the year was Rs.4,174.05 Lacs (Previous Year Rs.3,357.56 Lacs) and the year end balance Rs.3,970.73 Lacs (Previous Year Rs.2,716.32 Lacs.) This includes interest free loan of Rs.Nil. (Previous year Rs.47.39 Lacs).

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

(c) According to the information and explanations given to us, the principal amounts are repayable over a period of five years and the interest is recovered at the discretion of the Company.

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

(e) The Company has not taken any secured or unsecured loans from Company registered under Section 301 of the Companies Act 1956. Hence, sub clauses (f) and (g), of clause 3 are not applicable to the Company.

(iv) (i) 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 with regard to purchases of inventory and fixed assets and with regard to 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 control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion, and according to the information and explanation given to us, these transactions made in pursuance of such contracts and arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding Rs.5 Lacs in respect of each party have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

(vi) According to the information and explanation given to us the Company has not accepted any deposits from public to which the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

(viii) We have broadly reviewed cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that prima facie the prescribed records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the Company and as per the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Custom Duty, and other material statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2014 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us and records examined by us, there are no disputed dues of Sales Tax, Wealth tax, Service tax, Customs duty, excise duty and cess outstanding as on 31st March, 2014. Following are the disputed dues raised by the Income Tax Department :

Assessment Total Demand Payment Particulars Year Rs. Lacs Made Rs. Lacs

2009-10 77.76 25.00 Appeal pending with Commissioner of Income Tax Appeal.

2010-11 185.04 125.00 Appeal pending with Commissioner of Income Tax Appeal.

2011-12 145.32 0 Appeal pending with Commissioner of Income Tax Appeal.

(x) The Company has no accumulated losses as on 31st March, 2014 and has not incurred cash losses during the financial year covered by our audit as also during the immediate preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institutions or banks.

(xii) Based on our examination of the records and 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) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, hence, the provisions of clause 4

(xiv) of the Order are not applicable to the Company.

(xv) The Company has given guarantees for loans taken by Others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis during the year have been used for long-term investment. Total Long term use of Funds during the year Rs.4,822.16 Lacs, Short term funds used for long term investments are Rs.1,676.58 Lacs.

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

(xix) The Company has not issued any debentures during the financial year and therefore the question of creating securities or charge in respect thereof does not arise.

(xx) The Company has not made any public issue during the year.

(xxi) Based upon the audit procedure performed and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For J.P.J. ASSOCIATES Chartered Accountants Firm''s Registration Number : 113012W

CA Pravin Deshpande

Partner

Membership Number : 045249

Place: Mumbai Date 10/05/2014

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Mar 31, 2013

Report on the financial statements

We have audited the accompanying fnancial statements of Omkar Speciality Chemicals Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

management''s responsibility for the financial statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance forming an Opinion and Reporting on Financial Statements of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

opinion

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

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

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

(c) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date. report on other legal and regulatory requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31st, March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notifcation 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.

anneXure to tHe audItors'' report

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

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets except for certain items of Fixed Assets, the quantitative details of which, we were informed, are in the process of being compiled.

(b) The fxed assets have been physically verifed by the management during the year and in our opinion the frequency of verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verifcation.

(c) The company has not disposed of a substantial part of its fxed asset during the year and the going concern status of the company is not affected.

ii. (a) As explained to us and on the basis of verifcation of relevant records, the inventories have been physically verifed by the Management at regular intervals during the year. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation 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) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. No material discrepancies were noticed on verifcation between the physical stocks and the book records.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has granted unsecured loans to its three subsidiaries, the maximum amount outstanding at any time during the year was Rs.3,357.56 Lacs (Previous Year Rs.1,276.83 Lacs) and the year end balance Rs.2,716.32 Lacs (Previous Year Rs.973.95 Lacs.) This includes interest free loan of Rs.47.39 Lacs. (Previous year Rs.43.84 Lacs).

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

(c) According to the information and explanations given to us, the principal amounts are repayable over a period of fve years and the interest is recovered at the discretion of the Company.

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

(e) The Company has not taken any secured or unsecured loans from Company registered under Section 301 of the Companies Act 1956. Hence, sub clauses (f) and (g), of clause 3 are not applicable to the Company.

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 with regard to purchases of inventory and fxed assets and with regard to 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 control system.

v. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion, and according to the information and explanation given to us, these transactions made in pursuance of such contracts and arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding Rs.5 Lacs in respect of each party have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

vi. According to the information and explanation given to us the Company has not accepted any deposits from public to which the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

viii. We have broadly reviewed cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that prima facie the prescribed records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. (a) According to the records of the Company and as per the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Custom Duty, and other material statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2013 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us and records examined by us, there are no disputed dues of Sales Tax, Income Tax, Wealth tax, Service tax, Customs duty, Excise duty and cess outstanding as on 31st March, 2013..

x. The Company has no accumulated losses as on 31st March, 2013 and has not incurred cash losses during the fnancial year covered by our audit as also during the immediate preceding fnancial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a fnancial institutions or banks. Based on our examination of the records and 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.

xii. In our opinion, the Company is not a chit fund or a nidhi/ mutual beneft fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

xiii. The Company is not dealing or trading in shares, securities, debentures and other investments, hence, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

xiv. The Company has given guarantees for loans taken by Others from banks and fnancial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

xv. In our opinion, the term loans have been applied for the purpose for which they were raised.

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

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

xix. The Company has not issued any debentures during the fnancial year and therefore the question of creating securities or charge in respect thereof does not arise.

xx. The Company has not made any public issue during the year.

xxi. Based upon the audit procedure performed and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year .

for J.p.J. assoCIates Chartered accountants

firm registration no. : 113012W

Ca pravIn desHpande

partner

membership no. : 045249

Place: Mumbai

Date: 20th May, 2013

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Mar 31, 2011

1. We have audited the attached Balance Sheet of OMKAR SPECIALITY CHEMICALS LIMITED as at 31st March 2011, and also the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 from any material misstatement. An audit includes, examining on the 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 statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 277 of 'The Companies Act, 1956' and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a) We have obtained all the information and explanations, which to the best of our knowledge & 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 examination of such books;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in Section 211(3C) of Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with the notes thereon give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. in the case of Balance Sheet, of the state of affairs of the company as on 31st March, 2011;

ii. in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date ; and

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

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph 3 of our report of even date)

1. (a) The Company is maintaining proper records showing full particulars including quantitative details & situation of fixed assets except for certain items of Fixed Assets, the quantitative details of which, we are informed, are in the process of being compiled.

(b) The fixed assets of the Company have been physically verified by the management during the year at reasonable intervals and no material discrepancies were found on such verification.

(c) The Company has not disposed off a substantial part of its fixed assets during the year under review and the going concern status of the company is not affected.

2. (a) As explained to us and on the basis of verification of the relevant records, stocks of raw materi- als, work in process and finished goods have been physically verified by the management at regular intervals during the year.

(b) In our opinion, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

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

(d) The valuation of Stock is fair and proper and is in accordance with the generally accepted ac- counting principles.

3. (a) In our opinion and according to information and explanations given to us, the company has taken unsecured loans from director to the amount Rs. 181.02 lakhs from one party. However, company has not granted any loans to companies, firms or other parties listed in the register required to be maintained under Section 301 of the Companies Act, 1956. of paragraph 3 of the order are not applicable.

(b) In our opinion and according to information and explanations given to us, The rates of interest and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(c) In our opinion and according to information and explanations given to us, the company has not repaid principal or interest during the year.

(d) In our opinion and according to information and explanations given to us, there is no amount overdue for more than one lakh.

4. In our opinion and according to information and explanations given to us, there is adequate internal control through personal supervision of the management in respect of the purchases of stores, raw materials including components, plant & machinery, equipments & other assets, & for the sale of the goods and services.

5. (a) According to the information and explanation given to us and to the best of our knowledge the contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to information and explanation given to us, transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year, to which the directives issued by the Reserve Bank of India & the provisions of Section 58-A and 58-AA of the Companies Act 1956 and the rules framed there under apply.

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

8. As informed to us, the maintenance of the cost records has not been prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

9. (a) The Company has been generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us and the books and records examined by us, there was no undisputed amount outstanding as on 31st March 2011 in respect of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty & Cess.

10. The Company has no accumulated losses as on 31st March 2011 and not incurred cash losses during the financial year covered by our audit as also in the immediately preceding financial year.

11. Based on our audit procedures, and as per the information and explanations given to us by the management, we are of the opinion that according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions and banks.

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

13. The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

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

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not issue any debentures during the year.

20. The company has raised money through the Public Issue during the year. The company has issued 81,00,004 equity shares @ Rs. 98/- per share. (Rs. 10/- face value and Rs. 88/- on account of Share Pre- mium) The management has disclosed the end use of money raised by public issue and we have verified the same.

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

For Siddharth Sinkar & Associates

Chartered Accountants

Firm Registration No. 124931W

S. S. Sinkar

Place : Mumbai Proprietor

Date : 16.05.2011 M. No. 109229