Auditor Report of Benzo Petro International Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of BENZO PETRO INTERNATIONAL LTD, as at 31st March 2012 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the 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 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 forour opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable.

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

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

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

3. The Balance sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, Balance Sheet, Profit & 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; so far as it applicable to the company except AS-15-Accounting for retirement benefits in the financial statements of employers.

5. On the basis of written representation received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that, none of the directors is disqualified as on 31 st March, 2012 from being appointed as director under clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to; as indicated in notes to accounts regarding deferred tax liability, the company has not provided for deferred tax liability during the year. Read together with the accounting policies followed and notes thereon give 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

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

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

c) In the case of Cash Flow Statement, ofthe Cash Flows ofthe Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Statement referred to in paragraph 3 of the Auditor's Report of even date to the Members of BenzoPetro International Limited for the year ended 31st March 2012.

On the basis of such checks, as considered appropriate and in terms of the information and explanations given to us, we state asunder:

1) a) We have been informed by the management that the Company has maintained reasonable records showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed by the management that all the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) As per the information and explanation given, the company has entered into an MOU for sale of entire assets on slump sale basis during the last financial year; however the transaction of sale of fixed assets was not completed till the date of balance sheet and the date of audit. The company has paid I provided interest on the advance given by party as perthe clause of MOU.

d) The company has entered into another MOU for sale of fixed assets on slump sale basis with another company (hereinafter referred as purchasing company) during the month of July 2012 against that the purchasing company has agreed for issue of equity shares at premium subject to the shareholder's approval and due diligence by the purchasing company. The disposals of assets thru this MOU will be substantial and would have an impact on the company and affect its going concern.

2) a) As informed to us, the inventories have been physically verified during the year by the management. In ouropinion, thefrequency 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 ofits business.

c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

3) a) As per the information and explanation given to us and the records produced to us for our verification, the company has not granted loans, secured or unsecured, to any company, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods. However the same needs to be strengthened. During the course of our audit, we have observed few failures to correct major weaknesses in internal controls.

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

b) In our opinion and according to the information and explanations given to us, there were no transactions for the purchase of goods and of the sale of goods, materials and services made in pursuance of contracts or arrangements with parties and under the provision of Section 301 of the Companies Act 1956 aggregating rupees five lacs in respect of any party during the year.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975,donotapply.

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

8) We have been informed that, the Central Government has prescribed the maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 for the product of the Company. Howeverthe same was not produced for verification.

9) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax (VAT), customs duty, service tax and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed dues payable in respect of income-tax, sales tax (VAT), customs duty and cess were outstanding at 31, March 2012 for a period of more than six months from the date they became payable.

10) The accumulated losses of the company are more than fifty of its net worth. The Company has incurred loss at the end of the financial year and has incurred cash loss during the financial year ended March 31, 2012 and earned profit in the preceding financial yearended March 31,2011.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to, banks in respect of interest and working capital installments interest on cash credit facility.

12) According to information and explanations given to us and based on records produced to us, we are ofthe opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund, nidhi, mutual benefit fund or a society. Therefore, the provisions of clause 4(xiii) ofthe Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

15) As informed to us the company has not given any guarantees for loans taken by others from banks orfinancial institutions.

16) Based on information and explanation given to us by the management, in our opinion, the company has notobtained any term loan during the financial year.

17) The Company has raised funds on short term basis and invested for long term investments during the year.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures during the year. Accordingly the provision of clause 4 (xix) of the Companies (Auditors Report) order 2003, are not applied to the Company.

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

21) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud by the company has been noticed or reported during the course of our auditfor the year ended March 31,2012.

For Kiran Solanki & Associates.

Chartered Accountants

Sd/-

Kiran Solanki

Proprietor

Membership No. 46465

FRN.113102W Place: Vadodara

Date: 14.08.2012

---

Mar 31, 2011

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

2. We have conducted the 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 reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable.

4. Further to my comments in the Annexure referred to in paragraph (1) above, we state that:

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

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

3. The Balance sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, Balance Sheet, Profit & 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; so far as it applicable to the company except AS-15-Accounting for retirement benefits in the financial statements of employers.

5. On the basis of written representation received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that, none of the directors is disqualified as on 31st March, 2011 from being appointed as director under clause (g) Of Sub-Section(1)ofSection274oftheCompaniesAct, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to;

I) As indicated in notes to accounts no. 1(1) of schedule no. 14 regarding deferred tax liability, the company has not provided for deferred tax liability during the year. Read together with the accounting policies followed and notes thereon give 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

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

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

c) In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

1) a) We have been informed that the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that all the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) As per the information and explanation given to us on our inquiries, the company has entered into an MOU for sale of entire assets on slump sale basis; however the deal has not been completed till the date of balance sheet and the date of audit. The disposals of other assets during the year were not substantial and would neither have an impact on the company nor affect its going concern.

2) a) As informed to us, the inventories have been physically verified during the year by the management. 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 explanation given to us the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

3) a) As per the information and explanation given to us and the records produced to us for our verification, the company has not granted loans, secured or unsecured, to any company, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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 the purchase of inventories and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b) In our opinion and according to the information and explanations given to us, there were no transactions for the purchase of goods and of the sale of goods, materials and services made in pursuance of contracts or arrangements with parties and under the provision of Section 301 of the Companies Act, 1956 aggregating rupees five lacs in respect of any party during the year.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, do not apply.

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

8) We have been informed that, the Central Government has not prescribed the maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 for the product of the Company.

9) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax (VAT), customs duty, service tax and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed dues payable in respect of income-tax, sales tax (VAT), customs duty and cess were outstanding at 31st, March, 2011 for a period of more than six months from the date they became payable.

10) In our opinion, the accumulated losses of the company are more than fifty of its net worth. The Company has earned profits at the end of the financial year and has earned cash profits during the financial year ended March 31, 2011 and in the preceding financial year ended March 31,2010.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to, banks in respect of interest and working capital installment & interest on cash credit facility.

12) According to information and explanations given to us and based on records produced to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund, nidhi, mutual benefit fund or a society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

15) As informed to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

16) Based on information and explanation given to us by the management, in our opinion, the company has not obtained any term loan during the financial year.

17) The Company has not raised funds on short term basis and invested for long term investments during the year.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures during the year. Accordingly the provision of clause 4 (xix) of the Companies (Auditors Report) order 2003, are not applied to the Company.

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

21) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud by the company has been noticed or reported during the course of our audit for the year ended March 31,2011.

For Kiran Solanki & Associates

Chartered Accountants

Sd/-

Kiran Solanki

Proprietor Place: Vadodara

Membership No. 46465 Date : 21/07/2011

FRN.113102W

---

Mar 31, 2010

1.1 have audited the attached Balance Sheet of BENZO PETRO INTERNATIONAL LTD, as at 31st March 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I have conducted the audit in accordance with auditing standards generally accepted in India. Those Standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, I enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable.

4. Further to my comments in the Annexure referred to in paragraph (1) above, I state that:

1. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

2. In my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those books.

3. The Balance sheet and Profit* Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In my opinion, Balance Sheet, Profit & 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; so far as it is applicable to the company except AS-15-Accounting for retirement benefits in the financial statements of employers.

5. On the basis of written representation received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, I report that, none of the directors is disqualified as on 31st March, 2010 from being appointed as director under clause (g)of Sub- Section (1) of Section 274of the Companies Act, 1956.

6. In my opinion and to the best of my information and according to the explanations given to me, the said accounts subject to;

As indicated in notes to accounts no. 1 (I) of schedule no. 17 regarding treatment of gratuity of employee, the company has accounted it on payment basis in accordance with the past practices followed by the Company which is contrary to the requirements of AS-15-Accounting for retirement benefits in the financial statements of employers issued by the Institute of Chartered Accountants of India which requires that provision to be made for accrued future liability determined on an accrual basis. The accrued future liability has not been determined.

Read together with the accounting policies followed and notes thereon give 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

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010

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

c) In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1) a) I have been informed that the Company has maintained proper records showing full particulars, including quanfitative details and situation of fixed assets.

b) I have been informed that all the fixed assets have been physically verified by the management during the year but there is a regular programme of verification which in my opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) As per the information and explanation given to me on my inquiries, the disposals of assets during the year were not substantial and would neither have an impact on the company nor affectits going concern.

2) a) As informed to me, the inventories have been physically verified during the year by the management. In my opinion, the frequency of verification is reasonable.

b) In my opinion and according to the information and explanations given to me, 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 my opinion and according to the information and explanation given to me the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

3) a) As per the information and explanation given to me and the records produced to me for my verification, the company has not granted loans, secured or unsecured, to any company, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the Company and th: nature of its business for the purchase of inventories and fixed assets and for the sale of goods. During the course of our audit, I have not observed any continuing failure to correct major weaknesses in internal controls.

5) a) According to the information and explanations given to me, I am of the opinion that the transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) in my opinion and according to the information and explanations given to me, there were no transactions for the purchase of goods and of the sale of goods, materials and services made in pursuance of contracts or arrangements with narfies and under the provision of Section 301 of the Companies Act 1956 aggregating rupees five lacs in respect of any party during the year.

6) In my opinion and according to the information and explanations given to me, the Company has not accented any deposits from the public and consequently, the directives issued by the Reserve Bank of India the provisions of Sections 58A and 58AA of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules, 1975, do not apply.

7) In my opinion, the company has an internal audit system commensurate with its size and the nature of its business.

8) I have been informed that, the Central Government has not prescribed the maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 for the product of the Company.

9) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax (VAT), customs duty, service tax and any other material statutory dues applicable to it.

b) According to the information and explanations given to me, no undisputed dues payable in respect of income-tax, sales tax (VAT), customs duty and cess were outstanding at 31. March 2010 for a period of more than six months from the date they became payable

10) In my opinion, the accumulated losses of the company are more than fifty percent of its net worth. The Company has earned profits at the end of the financial year and has earned cash profits during the financial year ended March 31,2010 and incurred loss in the preceding financial year ended March 31,2009.

11) In my opinion and according to the information and explanations given to me, the company has not defaulted in repayment of dues to, bank in respect of interest and working capital installment & interest on cash credit facility.

12) According to information and explanations given to me and based on records produced to me, I am of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In my opinion, the company is not a chit fund, nidhi, mutual benefit fund or a society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) According to the information and explanations given to me, the Company is not dealing or trading in shares, securities, debentures and other investments. According the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15) As informed to me the company has not given any guarantees for loans taken by others from banks or financial institutions.

16) Based on information and explanation given to me by the management, in my opinion, the company has not obtained any term loan during the financial year.

17) The Company has raised funds on short term basis and invested for long term investments during the year.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures during the year. Accordingly the provision of clause 4 (xix) of the Companies (Auditors Report) order 2003, are not applied to the Company.

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

21) Based upon the audit procedures performed and information and explanations given by the management, I report that, no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31,2010.

For Kiran Solanki & Associates.

Chartered Accountants

Sd/-

Kiran Solanki

Place: Vadodara Proprietor

Date : 25.05.2010 Membership No. 46465

FRN. 113102W