Auditor Report of Sapan Chemicals Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of M/S. SAPAN CHEMICALS LIMITED as at 31st March, 2014 and also the Profit and Loss account of the year ended on the date annexed thereto and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion;

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iii.) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv.) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

(vi.) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

* in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, and we are of the opinion that prima facia the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company, and as explained to us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Provident Fund. Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, and other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31st march, 2014 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-2014.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debenture and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Order is not applicable.

(xiv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xvi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) 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.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company, carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year nor have been informed of such case by the management.

Mukesh M Chokshi & Co.

Chartered Accountants

Place :MUMBAI Sd/

Date : 01/09/2014 (Mukesh Chokshi)

Proprietor M. No.31751

---

Mar 31, 2013

We have audited the attached Balance Sheet of M/S. SAPAN CHEMICALS LIMITED as at 31st March, 2013 and also the Profit and Loss account of the year ended on the date annexed thereto and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion;

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iii.) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv.) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

(vi.) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

• in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

ANNUEURE TO THE AUDITRORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2013

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

(b) As explained to us, all the fixed assets have been physically verified by the management according to the regular program which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure 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 the business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

(iii) The Company has not granted nor taken any loans - secured or unsecured to / from companies, firm or other parties as listed in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 with regard to purchase of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepting in India, we have not observed any continuing failure to correct major weaknesses in the foresaid internal control procedure.

(v) (a) According to the information and explanations given to us we are of the opinion that the transaction that need to be entered into the register maintained u/s. 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, no transactions of purchase and sale of goods materials and services, made in pursuance of contracts or arrangements to be entered into the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs in respect of any party.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit within the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975.

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, and we are of the opinion that prima facia the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company, and as explained to us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Provident Fund. Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, and other statutory dues to the extent applicable to it. (b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31st march, 2013 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-2013.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debenture and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Order is not applicable.

(xiv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xvi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) 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.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company, carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year nor have been informed of such case by the management.

Mehul & Associates.

Chartered Accountants

Place :MUMBAI Sd/-

Date : 01/08/2013 (Mehul Doshi)

Proprietor M.No.103311

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/S. SAPAN CHEMICALS LIMITED as at 31st March' 2012 and also the Profit and Loss account of the year ended on the date annexed thereto and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining' on a test basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management' as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion;

As required by the Companies (Auditor’s Report) Order' 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act' 1956' we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iii.) The balance sheet' profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv.) In our opinion' the balance sheet' profit and loss account and cash flow

statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act' 1956.

(v.) On the basis of the written representations received from the directors' as on March 31' 2012' and taken on record by the Board of Directors' we report that none of the directors is disqualified as on March 31' 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of 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 accounts give the information required by the Companies Act' 1956' in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

- in the case of the Balance Sheet' of the state of affairs of the Company as at March 31' 2012;

- in the case of the Profit and Loss Account' of the profit for the year ended on that date; and

- in the case of Cash Flow Statement' of the cash flows for the year ended on that date.

ANNUEURE TO THE AUDITRORS REPORT FOR THE YEAR ENDED ON 31ST MARCH' 2012

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

(b) As explained to us' all the fixed assets have been physically verified by the management according to the regular program which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) As explained to us' physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion' the frequency of verification is reasonable.

(b) In our opinion' the procedure 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 the business.

(c) On the basis of our examination of the records of inventory' we are of the opinion that the company is maintaining proper records of inventory.

(iii) The Company has not granted nor taken any loans - secured or unsecured to / from companies' firm or other parties as listed in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 with regard to purchase of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company' carried out in accordance with the auditing standards generally accepting in India' we have not observed any continuing failure to correct major weaknesses in the foresaid internal control procedure.

(v) (a) According to the information and explanations given to us we are of the opinion

that the transaction that need to be entered into the register maintained u/s. 301 of the Companies Act' 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us' no transactions of

purchase and sale of goods materials and services' made in pursuance of contracts or arrangements to be entered into the register maintained under section 301 of the Companies Act' 1956' aggregating during the year to Rs. 5 lacs in respect of any party.

(vi) In our opinion and according to the information and explanations given to us' the company has not accepted any deposit within the provision of section 58A and 58AA of the Companies Act' 1956 and the Companies (Acceptance of Deposit) Rules 1975.

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act' 1956' and we are of the opinion that prima facia the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company' and as explained to us' the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund' Investor Education and Provident Fund. Employees State Insurance' Income Tax' Wealth Tax' Custom Duty' Excise Duty' Cess' and other statutory dues to the extent applicable to it. (b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax' wealth tax' custom duty' excise duty and cess were outstanding as at 31st march' 2012 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-

2012.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company' we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares' debenture and other securities' it is not required to maintain records in respect thereof.

(xiii) In our opinion' the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Order is not applicable.

(xiv) Based on our examination of the records' we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xvi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) 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.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company' carried out in accordance with auditing standards generally accepted in India' we have neither come across any instance of fraud by the Company' noticed or reported during the year nor have been informed of such case by the management. Mehul & Associates.

Chartered Accountants

Place :MUMBAI Sd/-

Date : 31-08-2012 (Mehul Doshi)

Proprietor

M.No.103311

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/S. SAPAN CHEMICALS LIMITED as at 31st March, 2011 and also the Profit and Loss account of the year ended on the date annexed thereto and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion;

As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iii.) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv.) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

(vi.) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

ANNUEURE TO THE AUDITRORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2011

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

(b) As explained to us, all the fixed assets have been physically verified by the management according to the regular program which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure 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 the business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

(iii) The Company has not granted nor taken any loans - secured or unsecured to / from companies, firm or other parties as listed in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 with regard to purchase of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepting in India, we have not observed any continuing failure to correct major weaknesses in the foresaid internal control procedure.

(v) (a) According to the information and explanations given to us we are of the opinion that the transaction that need to be entered into the register maintained u/s. 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, no transactions of purchase and sale of goods materials and services, made in pursuance of contracts or arrangements to be entered into the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs in respect of any party.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit within the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975.

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, and we are of the opinion that prima facial the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company, and as explained to us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Provident Fund. Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, and other statutory dues to the extent applicable to it. (b) According to the information and explanations given to us there are no

undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31st march, 2010 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-2011.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debenture and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Order is not applicable.

(xiv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xvi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) 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.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company, carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year nor have been informed of such case by the management.

Mehul & Associates.

Chartered Accountants

Place :MUMBAI Sd/

Date : 01-09-2011 (Mehul Doshi)

Proprietor

M.No.103311

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S. SAPAN CHEMICALS LIMITED as at 31st March, 2010 and also the Profit and Loss account of the year ended on the date annexed thereto and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion;

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iii.) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv.) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

(vi.) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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





ANNUBURB TO THE AUDITRORS REPORT FOR THE YEAR ENDED ON 31" MARCH, 2010

(i) (a) The company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to the regular program which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure 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 the business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

(iii) The Company has not granted nor taken any loans - secured or unsecured to / from companies, firm or other parties as listed in the register maintained under section 301 of the Companies Act 1956.

(iv) 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 with regard to purchase of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepting in India, we have not observed any continuing failure to correct major weaknesses in the foresaid internal control procedure.

(v) (a) According to the information and explanations given to us we are of the opinion that the transaction that need to be entered into the register maintained u/s. 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, no transactions of purchase and sale of goods materials and services, made in pursuance of contracts or arrangements to be entered into the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs in respect of any party.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit within the provision of section 58A and 58AA of the. Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975.

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, and we are of the opinion that prima facia the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company, and as explained to us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Provident Fund. Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, and other statutory dues to the extent applicable to it. (b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31st march, 2010 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-2010.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debenture and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4

(xiii) of the Order is not applicable.

(xiv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xyi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) 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.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company, carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year nor have been informed of such case by the management.

Mehul & Associates. Chartered Accountants

Place :MUMBAI Sd/

Date : 01-09-2010 (Mehul Doshi)

Proprietor M.No.103311