Auditor Report of Gokul Refoils & Solvent Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Gokul Refoils & Solvent Limited ("the Company"), which comprise the
Balance sheet as at March 31,2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in equity,
the Cashflow Statement for the year then ended, and notes to the financial statements, including a summary of Significant Accounting policies
and other explanatory information^ (hereinafter referred to as the standalone financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the
information required by the Companies Act 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended
(" Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, and its profit,
total comprehensive income, the changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of
our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit
matters to be communticated in our report.

The Key Audit Matter :

Internal Control over Financial Reporting:

While the Company has limited turnover at the standalone level, it forms part of a group with substantial operations managed through its wholly
owned subsidiary. As a result, internal controls over financial reporting (ICFR) at the Company level must be appropriately tailored to reflect its role
in the consolidated structure while maintaining integrity and compliance at the standalone level.

We considered this a key audit matter due to the risk that, despite a strong group-wide control environment, key standalone control activities—
especially those embedded in financial close processes and related party transactions—could be deprioritized, increasing the risk of undetected
misstatements."

How the matter was addressed in our audit:

Our audit procedures included, among others:

• Assessing the design and implementation of key ICFR controls configured within the Company''s SAP system.

• Reviewing system-generated reports, workflows, and access controls to verify segregation of duties and proper authorization protocols.

• Evaluating automated controls within SAP relevant to revenue recognition, expense accounting, and intercompany transactions.

• Testing the integrity of system logic and configurations impacting financial reporting.

Based on our audit procedures, no material weaknesses in the design or operating effectiveness of key system-based controls were identified.

Information other than the Standalone financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the information
included in the Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governace report and
shareholder''s information but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive
income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that
the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect
of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020("the Order"), issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Companies Act, 2013, we give in Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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
purpose of our audit.

(b) in our opinion, the Company has kept proper books of account as required by law, so far as appears from our examination of the books.

(c) the balance sheet, the statement of profit and loss including the Statement of Other Comprehensive Income, and the cash flow statement
dealt with by this report are in agreement with the books of account.

(d) in our opinion, the afrosaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act
read Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on March 31,2025 taken on record by the Board of Directors, none of
the directors is disqualified as on March 31,2025, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B" Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act,
as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

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

(i) The Company has disclosed the impact of pending litigations on the financial position in its financial statements as referred to in note
34 to the Financial Statements.

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

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the

Company.

(iv) i. The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either individually

or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either individually
or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the
Companies Act, 2013.

(vi) Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of
account for the financial year ended March 31,2025 which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we
did not come across any instance of the audit trail feature being tampered with in cases where the audit trail feature was enabled
or audit trail not preserved by the Company as per the statutory requirements for record retention.

For, M. R. Pandhi & Associates

Chartered Accountants
Firm Registration No.112360W

A. R. Devani

Partner

Place : Ahmedabad Membership No.170644

Date : 28^th May, 2025 UDIN: 25170644BMHGDN8838

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Gokul Refoils & Solvent Limited ("the Company"), which comprise the Balance sheet as at March 31,2024, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in equity, the Cashflow Statement for the year then ended, and notes to the financial statements, including a summary of Significant Accounting policies and other explanatory information. (hereinafter referred to as the standalone financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, the changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communticated in our report.

The Key Audit Matter :

Recoverability of Company''s intercompany receivables:

The carrying amount of the Company''s intercompany receivables, held at cost less impairment, represents 19.42% of the Company''s total assets.

• We do not consider the recoverable amount of these receivables to be at a high risk of significant misstatement, or to be subject to a significant level of judgment. However, due to their materiality in the context of the Company financial statements as a whole, this is considered to be one of the areas that had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our company audit."

How the matter was addressed in our audit:

Our audit procedures included the following:

• Tests of detail: Compared the carrying amount of the highest value receivables balances with the respective subsidiaries'' net asset values and forecast cash generation to identify with reference to the relevant debtors'' draft balance sheet, whether the net asset values, being an approximation of their minimum recoverable amount, were in excess of the carrying amount.

Our results

• The results of our testing were satisfactory and we found the recoverability of intercompany receivables to be acceptable.

Information other than the Standalone financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governace report and shareholder''s information but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2020("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) in our opinion, the Company has kept proper books of account as required by law, so far as appears from our examination of the books.

(c) "the balance sheet, the statement of profit and loss including the Statement of Other Comprehensive Income, and the cash flow statement dealt with by this report are in agreement with the books of account"

(d) in our opinion, the afrosaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

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

(i) The Company has disclosed the impact of pending litigations on the financial position in its financial statements as referred to in note 32 to the Financial Statements.

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

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

(iv) i. The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either

individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities

("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

(vi) Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31,2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For, M. R. Pandhi & Associates

Chartered Accountants Firm Registration No.112360W

A. R. Devani

Partner

Place : Ahmedabad Membership No.170644

Date : 28^th May, 2024 UDIN: 24170644BKFEOF4617

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Mar 31, 2023

We have audited the accompanying standalone financial statements of Gokul Refoils & Solvent Limited ("the Company"), which comprise the Balance sheet as at March 31,2023, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in equity, the Cashflow Statement for the year then ended, and notes to the financial statements, including a summary of Significant Accounting policies and other explanatory information^ (hereinafter referred to as the standalone financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (" Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and its profit, total comprehensive income, the changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communticated in our report.

The Key Audit Matter : Valuation of Investments:

The Company has investments in subsidiaries and associate. As of March 31, 2023, the Company''s carrying value of the investment in and subsidiaries and associate is '' 11601.06 lakhs these investments are accounted for at cost less any provision for impairment. The Company evaluates the indicators of impairment of the said investments regularly by reference to the requirements under Ind AS 36 Impairment of Assets."

The Company carries out impairment assessment for each investment by:

• Comparing the carrying value of each investment with the net worth of each company based on latest financial statements.

• Comparing the performance of the investee companies with projections used for valuations and approved business plans

The recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss. As impairment assessment involves significant assumptions and judgment, we identified the evaluation of audit evidence pertaining to the carrying value of the Company''s investment in the subsidiaries and associate as a key audit matter. Refer to note 3 "Investments" of the standalone financial statements."

How the matter was addressed in our audit:

Our audit procedures included the following:

• Assessed the indications of impairment of investments in subsidiaries and associate. We have also examined the basis of estimates of the recoverable amounts of these investments, the assumptions used in making such estimates, and the allowance for impairment, if any.

• Compared the carrying values of the Company''s investment in subsidiaries and associate with their respective net asset values and assessed the performance and their outlook.

• Evaluated key assumptions in the Company''s valuation models used to determine recoverable amount including assumptions of projected EBITDA, growth rate, projected capital expenditure, discount rates. We also evaluated the forecasts based on historical performance.

We assessed the related disclosures in Note 3 of the standalone financial statements.

information other than the Standalone financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governace report and shareholder''s information but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) in our opinion, the Company has kept proper books of account as required by law, so far as appears from our examination of the 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 afrosaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

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

(i) The Company has disclosed the impact of pending litigations on the financial position in its financial statements as referred to in note 32 to the Financial Statements.

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

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

(iv) i. The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either

individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

ii. The Management has represented, that, to the best of its knowledge and belief, no funds (Which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

(vii) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For, M. R. Pandhi & Associates

Chartered Accountants Firm Registration No.112360W

A. R. Devani

Partner

Place : Ahmedabad Membership No.170644

Date : 29^th May, 2023 UDIN: 23170644BGVWGE9770

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Mar 31, 2018

Report on the Standalone Indian Accounting Standards (IND AS) Financial Statements

We have audited the accompanying Standalone Financial Statements of Gokul Refoils and Solvent Limited, which comprise the Balance Sheet as at 31^st March, 2018 the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement for the year then ended and the Statement of Changes in Equity for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone IND AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (Act) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance(including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Accounting Principles Generally Accepted in India, including the Indian Accounting Standards(Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015(as amended). 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 auditors'' 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. 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, 2018, and its profit (including Other Comprehensive Income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information of the Company for the year ended 31st March, 2017 and the transition date opening balance sheet as at 1st April 2016 included in these Standalone financial statements, are based on the previously issued statutory financial statements for the years ended 31st March, 2017 and 31st March, 2016 prepared in accordance with the Companies(Accounting Standards) Rules, 2006 (as amended) which were audited by M/s. M.R.Pandhi & Associates ,Chartered Accountants on which they have expressed an unmodified opinion dated 25^th May, 2017 and 25^th May, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition have been audited by us.

Report on Other Legal and Regulatory Requirements

As required by ''The Companies (Auditors'' Report) Order, 2016'', issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act (hereinafter referred to as the "Order") 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 3 and 4 of the order.

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 (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director interms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A"

(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 has disclosed the impact of pending litigations on the financial position in its financial statements as referred to in note 38 to the Financial Statements.

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

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date.

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

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

b. As explained to us, the management during the year has physically verified all the fixed assets. According to the information and explanations given to us, 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. The company did not hold/own any immovable properties as on March 31, 2018. Therefore provisions of clause 3 (i) (c) of the order are not applicable to the company and hence not commented upon.

(ii) As explained to us, inventories were physically verified during the year by the management at reasonable intervals. In our opinion,the frequency of verification is reasonable. No material discrepancies were noticed on physical verification of inventories as compared to the book records

(iii) In respect of the loans, secured or unsecured, granted by the Company to companies, firms, Limited Liability Partnerships 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, the terms and conditions of grant of such loans are prima facie not prejudicial to the interest of the company.

b. As per the information and explanations given to us, in respect of loan granted, repayment of principal amount is as stipulated and payment of interest has been regular.

c. There are no overdue amounts as at the year-end in respect of both principal and interest.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act in respect of loans and investment and guarantee made/granted. The Company has not given any guarantee or provided any security in connection with such loan.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder to the extent notified.

(vi) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under sub-section (1) of Section 148 of the Companies Act 2013 in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) a. According to the information and explanations given to us and on the basis of our examination of the records of the Company apart from certain instances of delays in depositing undisputed statutory dues including Provident Fund, Employees'' state insurance, Income Tax, Sales Tax, service tax, duty of customs, duty of excise, Value Added Tax, Cess, Goods and Service Tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

b. According to information and explanation given to us and the records of the company examined by us, the particulars of dues of Income tax, VAT/CST/GST, Entry tax, duty of customs / drawback, service tax and Municipal Tax as at March 31, 2018 which have not been deposited on account of dispute are as follows.

Sr. No.	Name of Statute	Nature of Dues	Amt (Rs. in Lakhs)	Period to which the amount relates	Forum Where dispute is pending
1	West Bengal Tax on Entry of Goods in to Local Areas Act 2012	Entry Tax (F.Y. 13-14)	4,553.21	2013-14, 2014-15 & 2015-16	Kolkata High court
2	Custom Act, 1962	Custom Duty / Duty Drawback	412.62	2013-14	Comm. of Custom, Kandla
3	Service tax under Finance Act, 1994	Service Tax	251.66	2014-15	Comm. of Central Excise, Ahmedabad and Mehsana.
4	Service tax under Finance Act, 1994	Service Tax	14.06	2011-12	Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad
5	West Bengal Value Added Tax Act 2003	VAT	55.35	2009-10	WBCT Appellate & Revisional Board, Kolkata
			125.92	2010-11
			59.07	2011-12
			140.20	2013-14
		Penalty	105.00	2010-11
6	Central Sales Tax Act 1956	CST	5.76	2011-12	WBCT Appellate & Revisional Board, Kolkata
		CST	40.99	2013-14
7	Central Sales Tax Act 1956	CST	52.67	2011-12	Joint Commissioner of Sales Tax, Mumbai
		CST	115.28	2012-13

(viii) In our opinion and according to information and explanations given to us, the Company has borrowed funds from Banks, Financial Institution, Government or Debenture holders. According to the information and explanations given to us and the records of the Company examined by us, company has not defaulted in repayment of loans and borrowings or dues to any financial institution or bank or Government as at the balance sheet date. The company has not borrowed from debenture holder.

(ix) In our opinion and according to information provided to us, the Company has not raised any money by way of initial public offer or further public offer (Including Debt Instruments) and term loans during the year hence not commented upon.

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

(xi ) In our opinion and according to information provided to us, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to information and explanations provided by the management, transactions with related parties are in compliance with section 177 and 188 of the Companies act, 2013 where applicable and the details have been disclosed in the financial statements, as required by the applicable accounting standards.

(xiv) In our opinion and according to information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore the provisions of clause 3(xiv) of the Order are not applicable to the Company and not commented upon.

(xv) According to information and explanations provided by the management, the company has not entered into any non-cash transactions with directors or persons connected with him as specified under Section 192 of the Companies Act, 2013. Therefore the provisions of clause 3(xv) of the Order are not applicable to the Company and not commented upon.

(xvi) According to information and explanation provided by the management, the provisions of Section 45-1A of the Reserve Bank of India Act, 1934 are not applicable to the Company and not commented upon.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON

THE STANDALONE FINANCIAL STATEMENTS OF GOKUL REFOILS AND SOLVENT LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013

We have audited the Internal Financial Controls over financial reporting of Gokul Refoils and Solvent Limited as of 31st March, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining Internal Financial Controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s Internal Financial Controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal Financial Controls system over financial reporting and their operating effectiveness. Our audit of Internal Financial Controls over financial reporting included obtaining an understanding of Internal Financial Controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s Internal Financial Controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s Internal Financial Control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles. A company''s Internal Financial Control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Generally Accepted Accounting Principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls over financial reporting to future periods are subject to the risk that the Internal Financial Control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such Internal Financial Controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, M. M. Thakkar & Co

Chartered Accountants

Firm Registration No.: 110905W

D. M. Thakkar

Place: Rajkot Partner

Date: May 21, 2018 Membership No.: 103762

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Gokul Refoils & Solvent Ltd ("the company ") which comprise the Balance sheet as at 31st March 2015 and Statement of Profit and Loss and the Cash Flow Statement for the year ended on 31st March,2015, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act 2013 (" the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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.

Auditors' Responsibilty

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act , the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015, ( "the order ") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the said Order to the extent applicable.

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

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

(b) in our opinion, the Company has kept proper books of account as required by law, so far, as appears from our examination of the books.

(c) the Balance Sheet, the 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 aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act read Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2 ) of the Companies Act, 2013.

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors ) Rules ,2014 in our opinion and to the best of our information and according to the explanations given to us :- (i) The company has disclosed the impact of pending litigations on the financial position in its financial statements as referred to in Note 2 to the Financial Statements.

(ii ) The Company did not have any long term contracts including derivative contracts for which there were any material forseable losses.

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

Referred to in paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date.

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

(i ) In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b. As explained to us, the fixed assets have been verified by the management at reasonable intervals, according to a phased verification programme 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.

(ii ) In respect of Inventories

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of stock 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 its inventories and as explained to us no material discrepancies were noticed on physical verification of inventories as compared to the book records.

(iii ) The company has granted unsecured loans agreegatimg of Rs. 1055.20 lacs to seven companies covered in the register maintained u/s.189 of the Companies Act, 2013.

The Company has not granted any secured / unsecured loans to firms or other parties covered in the register maintained under Section 189 of the Act.

a. The receipt of principal amount and interest are regular.

b. There is no overdue amount.

(iv) As per the information and explanations given to us, there is in our opinion an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for 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) The Company has not accepted any deposit from the public Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government Of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Companies Act 2013, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.We have not, however,made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) According to information and explanations given to us in respect of statutory and other dues:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Comany apart from certain instances of delays in depositing undisputed statutory dues including Provident Fund,employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax , Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

b. According to information and explanation given to us, and the records of the company examined by us ,the particulars of dues of sales tax including value added tax, duty of customs and duty of excise as at 31st March 2015 which have not been deposited on account of a dispute are as follows.

Sr. No. Name of Statute Nature of Dues Amt (Rs.in Lacs)

1 Income Tax Act 1961 Income Tax (F.Y.07-08) 211.31

2 Income Tax Act 1961 Income Tax (F.Y.10-11) 97.06

3 West Bengal Tax on Entry of Entry Tax (F.Y 12-13 945.64 Goods in to Local Areas and F.Y. 13-14) Act 2012

4 Custom Act, 1962 Custom Duty/Duty 745.00 Draw Back

5 Central Excise Act, 1944 Service Tax 274.28

6 Central Excise Act, 1944 Service Tax 26.16

7 Haldia Municipality Municipal Tax 123.37 (Property Tax)

Name of Statute Period to which the Forum Where amount relates dispute is pending

Income Tax Act 1961 2007-08 ITAT Ahmedabad

Income Tax Act 1961 2010-11 CIT(A) Gandhinagar

West Bengal Tax on Entry of Goods in to Local Areas Act 2012 2012-13 & 2013-2014 Kolkata High court

Custom Act, 1962 2013-14 Commissioner of Custom, Kandla

Central Excise Act, 1944 2014-15 Commissioner of Central Excise, Ahmedabad and Mehsana.

Central Excise Act, 1944 2011-12 & 2013-14 Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad

Haldia Municipality 2012-13 & 2013-14 Office of The Haldia Municipality

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax which have not been deposited on account of any dispute.

c. No amount is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder.

(viii) The company does not have accumulated losses at the end of the financial year. Company has not incurred cash losses during the financial year covered by audit or in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(x) According to the information and explanations given to us and representations made by the management, during the year under review, the company has not given guarantee for loans taken by others from bank or financial institutions.

(xi ) In our opinion and according to the information and explanations given to us, term loans have been applied for the purposes for which they were obtained.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the company was noticed or reported during the year nor we have been informed of such case by the management.

For, M. R. PANDHI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No.112360W

N.R.Pandit

Place : Ahmedabad Partner

Date : 30th May, 2015 Membership No.033436

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Mar 31, 2014

We have audited the accompanying financial statements of Gokul Refoils and Solvent Limited, Ahmedabad ("the Company"), which comprise the Balance Sheet as at March 31, 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, notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance 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 but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. 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 March 31, 2014;

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 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 notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013.

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

Referred to in paragraph 1 under the heading of "Report on Other Legal & Regulatory Requirements of our report of even date;

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

(1) In respect of Fixed Assets:

a) The Company has generally maintained proper records showing full particulars including quantitative details and location of the fixed assets.

b) As explained to us, the fixed assets have been verified by the management at reasonable intervals, according to a phased verification programme which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us the company has not made any substantial disposals during the year.

(2) In respect of its Inventories:

a) As explained to us, 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 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 record of its inventories. As explained to us no material discrepancies were noticed on physical verification, of inventories as compared to the book records.

(3) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintained u/s 301 of the Companies Act 1956, according to the information and explanation given to us:

In respect of Loan granted:

a) The company has granted unsecured loans aggregating to Rs 2803.70 Lacs to Four companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 11194.94 Lacs and the year end balance of loans granted to such parties was Rs 9301.54 Lacs.

b) In our opinion and according to 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) The principal amount is repayable on demand. The interest is payable on demand.

d) In respect of said loans, the same are repayable on demand and therefore the question of overdue amounts do not arise. In respect of interest, there are no overdue amounts

In respect of Loan taken:

a) The company has taken unsecured loans aggregating to Rs. 5,000 lacs from two parties listed in the register maintained u/s 301 of the Companies Act 1956 during the year. The maximum amount at any time during the year was Rs. 5000 lacs and year end balance is also Rs. 5000 Lacs.

b) In our opinion the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

c) The payment of principal amount of such loans is regular as stipulated. The said loans are interest free.

d) There is no overdue amount in respect of such loans.

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

(5) In respect of transactions entered in the register maintained in pursuance of section 301 of The Companies Act 1956.

a) On the basis of the audit procedures performed by us, and according to the information, explanations and representation given to us the particulars of all transactions in which directors were interested, as contemplated under section 297 and section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

b) In our opinion and according to the information and explanation given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under 301 of the Companies Act, 1956 exceeding value of Rs. 5 Lacs in respect of each party during the year have been made at prices which prima facie appear reasonable as per information available with the company.

(6) The company has not accepted any deposits from public during the year within the meaning of section 58A and section 58AA of the Companies act, 1956. Therefore the requirements of clauses (VI) of paragraph 4 of the Order are not applicable.

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

(8) We have broadly reviewed the cost records maintained by the Company pursuant to Companies Cost Accounting Records/Rules 2011 prescribed by the Central Governments under section 209 (I) (d) of the Companies Act, 1956 and are of the opinion that prima facie

the prescribed cost records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete. (9) According to information and explanations given to us in respect of statutory and other dues:

a) According to the records of the Company apart from certain instances of delays in depositing undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess, excise duty, service tax and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) According to the information and explanation given to us and the records of the company the company has not deposited disputed statutory dues aggregating to Rs. 2357.35 Lacs on account of disputed matters pending before appropriate authority as mentioned below.

Sr Name of Statute Nature of Dues

1 Income Tax Act 1961 Income Tax (F.Y. 01-02) and (F.Y. 08-09 ) Income Tax (F.Y.07-08)

2 West Bengal Tax on Entry Tax (F.Y 12-13 and F.Y. 13-14) Entry of Goods in to Local Areas Act 2012

3 Custom Act, 1962 Custom Duty/Duty Draw Back

4 Central Excise Act, Service Tax 1944

5 Haldia Municipality Municipal Tax (Property Tax)

Name of Staute Amount Forum where dispute is pending (Rs.in Lacs) Income tax Act 1961 532.39 Commissioner of income tax (Appeal) Gandhinagar 211.31 ITAT Ahmedabad

West Bengal Tax on 947.60 Kolkata High court Entry og Goodsin to Local Areas Act 2012 Custom Act, 1962 742.60 Commissioner of Custom, Kandla

Central Exise Act, 44.74 Commissioner of Central Excise, 1944 Ahmedabad and Mehsana.

Haldia Municipality 90.02 Office of The Haldia Municipality

(10) The company does not have accumulated losses at the end of the financial year. Company has not incurred cash losses during the financial year covered by audit.

(11) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(12) In our opinion and according to the explanation given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(13) In our opinion, the Company is not a chit fund /Nidhi /mutual benefit fund/society. Therefore, the provisions of the clause (xiii) of paragraph –4 of the Order are not applicable to the company.

(14) According to the information and explanation given to us, the Company is not trading in shares, securities and debentures. The company has maintained proper records of the transactions in respect of dealing in shares and other investments and timely entries have been made there in. All shares and other investments have been held by the company in its own name.

(15) According to the information and explanations given to us and representations made by the management, the company has given guarantee for loans taken by a firm in which the company is a partner, from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions of such guarantees are not prima facie prejudicial to the interests of the company.

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

(17) According to the information and explanations given to us, and on an overall examination of the financial statements of the Company, we are of the opinion that prima facie, short term funds have not been used for the long term investments.

(18) According to the information and explanations given to us the company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Companies Act 1956.

(19) According to the information and explanations given to us and the records examined by us, the company has not issued any debenture during the financial year and therefore the question of creating security or charge in respect thereof does not arise.

(20) The Company has not raised any monies by way of public issue during the year.

(21) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the company was noticed or reported during the year nor we have been informed of such case by the management.

For, M. R. Pandhi & Associates, Chartered Accountants FRN: 112360W

M.R.Pandhi Partner mbership No. : 33057

Place : Ahmedabad Date : 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Gokul Refoils and Solvent Limited, Ahmedabad (tin Company"), which comprise the Balance Sheet as at March 31, 2013, 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, im pie mentation and maintenance 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 out audit fn 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 invaLves performing procedures to obtain audit evidence about the amounts ami disclosures in the financial statements. The procedures selected depend an the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In mac''ng those risk assessments, the auditor considers internal cont''d relevant to the Company''s preparation and far presentation of the financial statements in order to design audit procedures that aTe 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 31" March, £013;

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 the Cash flow Statement, of the cash flows for the year ended on that date.

Report an 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;

h) 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 (3t) of Section 211 of the Companies Act, 1356;

e) On the basis of written representations received from the directors as on 3"tE March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31rt 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.

Referred to In paragraph 1 under the heading of "Report an Other Legal & Regulatory Requirements of our report of even date:

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

(1) In respect of fixed Assets;

a) The Company has generally maintained proper records showing lull particulars including quantitative details and location of the fixed assets.

b) As explained to us, the fixed assets have been verified i)y the management at reasonable intervals, according to a phased verification programme which, in our opinion Is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification,

c) In our opinion and according to the information and explanation given to us the Company has not made any substantial disposals during the yean

(Z) In respect of its Inventories:

a) As explained to us, 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 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 record of its inventories. As explained to us no material discrepancies were noticed on physical verification, of inventories as compared to the book records.

(3) In respect of loans, secured or unsecured, granted or taken by the Company to or horn companies, firms or others parties covered in the register maintained under Section 301 of the Companies Act 1956, according to the information and explanation given to us:

In respect of Loan granted:

a) The Company has granted unsecured loans aggregating to t 2441.25 Lacs to three Companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 6513.54 Lacs and the ycnr end balance of loans granted to such parties was Rs. 6497.84 Lacs,

b) In our opinion and according to information and explanations given bo 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) The principal amount is repayable on demand and there is no repayment schedule. The interest is payable on demand.

d) In respect of said loans, the same are repayable on demand and therefore the question of overdue amounts do not arise. In respect of interest, there are no overdue amounts.

In respect of Loan taken:

a) The Company has not taken any unsecured loan during the year from companies, firm or the other parties listed In the register maintained under Section 301 of the Companies Act, ig56. Consequently, the requirements of clauses {iii) (f) arc (hi) (g) of paragraph 4 of the Order are not applicable.

(4) In our opinion and according to the information and explanations given to us, there are, generally, adequate internal control procedures commensurate with the size of the Company and nature of its business with regard ta purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system,

(5) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

a) On the basis of the audit procedures performed by us, and according to the information, explanations and representation given to us the particulars oF all transactions (n which directors were interested, as contemplated under Section 297 and Section 295 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act have been so entered.

b) In our opinion and according to the information and explanation given to us the transactions made fn pursuance of contracts or arrangements entered in the register maintained under 301 of the Companies Act, 1956 exceeding value of T 5 Lacs in respect of each party during the year have been made at prices which prima facie appear reasonable as per information available with the Company.

(6) The Company has not accepted any deposits from public during the year within the meaning of Section 58A and Section 58AA of the Companies Act, 1956. Therefore the requirements of clauses (VI) of paragraph 4 of the Order are not applicable.

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

(S) We have broadly reviewed the cost records maintained by the Company pursuant to Companies Cost Accounting Records/Rules 2011 prescribed by The Central Governments under Section 2C9(l){d) o* the Companies Act 1*56 and are of the opinion that prima facie the prescribed cost records have been maintained. We have not, however, made a detailed examination of the reef''-ds with a view to deter mi nin
(9) According to information and explanations given to us in respect of statutory and other dues:

a) According to the records of the Company apart from certain instances of delays in depositing undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues. Including Provident Fund, Income Tax. Sales Tax, Wealth Tax, Custom Duty, Cess, excise duty, service tax and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to js, no undisputed amounts payable in aspect of the aforesaid dues were outstanding as at 31" March, 2013 for a period of more than six months from the date of becoming payable.

b) According to the information and explanation given to us and the records of the Company, the Company has not deposited disputed statutory dues aggregating to 7 966.26 Lacs on account of disputed matters pending before appropriate authority as mentioned below.

Sr. No Name Of Statute Nature of Dues Amount (Rs.in Lacs) Forum where Dispute is pending

1 Income Tax Act 1961 Income Tax (f.y.01-02, 256.56 Commissioner of income tax (Appeal)

5,05-O6,06-07 & 06-09) Gandhinager

2 West Bengal Tax on Entry Tax (F.Y 12-13) 729.70 Kolkata High court Entry of Goods in to Local Areas Act 2012

(10) The Company does not have accumulated Losses at the end of *.he financial year; Company has not incurred cash losses during the

Financial year covered by audit. Company had incurred cash losses in the Immediately preceding financial year.

(11) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Co-npary has nut defaulted in the repayment of dues to baiks. InRs. Company has not borrowed Funds from Financial InstitLtron or Debenture holder.

(12) In our opinion and according to the explanation given to us, the Company has not given any loans and advances or. the basis of security by way of pledge of shares, debenture and other securities.

(13) In our opinion, the Company is not a chit fund /Nidhi /mutua. benefit fund/society. Therefore, the provisions of the clause (xiii) of paragraph -4 of the Order are not applicable to the Company.

(14) According to the information and expjnation rpven to its, the Company is riot trading in shares, securities and debentures. The Co-npary has maintained proper ''ecords of the transactions in resoect of dealing in shares and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

(15) According to the information and expiations given to us and representations made by the management, the Company has given guarantee for loans taken by its subsidiary and firm in which the Company is a partner, from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions of such guarantees are not prima facie prejudicial to the interests of the Company,

(16) In our opinion and according to the information an explanations given to us, term loans have been applied for the purposes for which they were obtained,

(17) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has used short term funds to the extent of Rs. 1535,83 Lacs for long term investment.

(IS) According to the information ard explanations given to us the Coma any has not made any preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1955.

(19) According to the information and explanations given tD js and the records examinee by us, the Company has not issued any debenture Curing the financial year and therefore the question of creating security or charge in respect thereof does not arise.

(2G) The Company has not raised any monies by way nf public issue during the year.

(21) To the best of our knowledge and belief and according to the information and explanations given to us, nD material fraud on nr by the Company was noticed or reported during the year nor we have been informed of such case by the management.

For, H. R. Pardhi & Associates, Chartered Accountants

FRN:11236GW

Place : Ahmedabad M.Ft.Pandhi

Date : 30th May, 2013 Partner

Membership No. : 33057

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Mar 31, 2012

We have audited the attached Balance Sheet of GOKUL REFOILS AND SOLVENT LIMITED ("the Company") as at 31st March, 2012 and the Statement of Profit and Loss and also the Cash Flow Statement of the Company for the year ended annexed thereto. These financial statements are 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 applied 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.

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, the Company has kept proper books of account as required by law, so far, as it appear from our examination of the books.

3. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4. In our opinion, the Balance Sheet, Statement of Profit and Loss 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.

5. On the basis of written representations 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 as on 31st March, 2012, prima facie disqualified from being appointed as a Director in terms of clause (g) of sub -Section (1) of Section 274 of 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 read with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

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

(b) In the case of the Statement of Profit and Loss, of the Loss for the year ended on that date ADs- and

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

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we further report that

(i) In respect of Fixed Assets:

1) The Company has generally maintained proper records showing full particulars including quantitative details and location of the fixed assets.

2) As explained to us, the fixed assets have been verified by the management at reasonable intervals, according to a phased verification program 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.

3) In our opinion Company has not disposed off substantial part of its fixed asset during the year and the going concern status of the Company is not affected.

(ii) In respect of its Inventories:

1) As explained to us, inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

2) In our opinion and according to 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.

3) In our opinion and according to the information and explanations given to us, the Company has maintained proper record of its inventories. As explained to us no material discrepancies were noticed on physical verification, of inventories as compared to the book records.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintained u/s 301 of the Companies Act 1956, according to the information and explanation given to us:

(A) In respect of Loans granted

1) The Company has granted unsecured loans during the year aggregating to Rs. 670.73 Lacs to four companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year including opening balance was Rs.4271.94 Lacs and the year-end balance of loans granted to such parties was Rs. 3119.74 Lacs.

2) 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.

3) The principal amount is repayable on demand and there is no repayment schedule. The interest is payable on demand.

4) In respect of said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, there are no overdue amounts

(B) In respect of Loans taken

1) The Company has not taken any unsecured loan during the year from companies, firm or the other parties listed in the register maintained u/s 301 of the Companies Act 1956. Consequently, the requirements of clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

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

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of The Companies Act 1956.

1) On the basis of the audit procedures performed by us, and according to the information, explanations and representation given to us the particulars of all transactions in which directors were interested, as contemplated under Section 297 and Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act have been so entered.

2) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 exceeding value of Rs. 5 Lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) The Company has not accepted any deposits from public during the year within the meaning of Section 58A and Section 58AA of the Companies act, 1956. Therefore the requirements of clauses (vi) of paragraph 4 of the Order are not applicable.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to Companies Cost Accounting Records/Rules 2011 prescribed by The Central Governments under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) According to information and explanations given to us in respect of statutory and other dues

a. According to the records of the Company apart from certain instances of delays in depositing undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess , excise duty, service tax and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

b. According to the information and explanation given to us and the records of the Company, the Company has not deposited disputed statutory dues aggregating to Rs.1008.15 Lacs on account of disputed matters pending before appropriate authority as mentioned below.

Sr. No Name of Statute Nature of Dues Amount Forum where dispute is pending (Rs.in Lacs)

1 Custom Act 1962 Custom Duty (F.Y2003-04) (F.Y 2004-05) 730.94 Commissioner of Custom Kandla

2 Income Tax Act 1961 Income Tax (F.Y2007-08) 277.21 Commissioner of Appeal Gandhinagar Range Ahmedabad

(x) The Company does not have accumulated losses at the end of the financial year ADs- Company has incurred cash losses during the financial year covered by audit. Company had not incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(xii) In our opinion and according to the explanation given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the Company is not a chit fund /Nidhi /mutual benefit fund/society. Therefore, the provisions of the clause (xiii) of paragraph -4 of the Order are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company is not trading in shares, securities and debentures. The Company has maintained proper records of the transactions in respect of dealing in shares and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us and representations made by the management, the Company has given guarantee for loans taken from banks by its subsidiary and firm in which the Company is a partner. According to the information and explanations given to us, we are of the opinion that the terms and conditions of such guarantees are not prima facie prejudicial to the interests of the Company.

(xvi) In our opinion and according to the information and explanations given to us, term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the financial statements of the Company, we report that the Company has used short term funds to the extent of Rs. 1120.97 Lacs for long term investment.

(xviii) According to the information and explanations given to us the Company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Companies Act 1956.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any debenture during the financial year and therefore the question of creating security or charge in respect thereof does not arise.

(xx) The Company has not raised any monies by way of public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For, M.R. PANDHI AND ASSOCIATES

Chartered Accountants

(Firm Registration No.: 112360W)

M.R. Pandhi

Date : 13th August, 2012 Partner

Place : Ahmedabad Membership No.: 33057

---

Mar 31, 2011

We have audited the attached Balance Sheet of GOKUL REFOILS AND SOLVENT LIMTED ("the Company") as at 31st March, 2011and the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are 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 applied 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.

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, the Company has kept proper books of account as required by law, so far, as it appear from our examination of the books.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4. 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.

5. On the basis of written representations 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 as on 31st March, 2011, prima facie disqualified from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of 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 read with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

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

(b) In the case of 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 for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we further report that

(i) In respect of Fixed Assets:

1) The Company has generally maintained proper records showing full particulars including quantitative details and location of the fixed assets.

2) As explained to us, the fixed assets have been verified by the management at reasonable intervals, according to a physical verification programme 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.

3) In our opinion and according to the information and explanation given to us the Company has not made any substantial disposals during the year.

(ii) In respect of its Inventories:

1) As explained to us, inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

2) In our opinion and according to 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.

3) In our opinion and according to the information and explanations given to us, the Company has maintained proper record of its inventories. As explained to us no material discrepancies were noticed on physical verification, of inventories as compared to the book records.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintained u/s Section 301 of the Companies Act 1956, according to the information and explanation given to us: -

A In respect of Loan taken

1) The Company has not taken any unsecured loan during the year from companies, firm or the other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

B In respect of Loan granted

1) The Company has granted unsecured loans aggregating to Rs. 9,756 lacs to four companies covered in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 8,586 lacs and the year-end balance of loans granted to such parties was Rs. 3,966 lacs.

2) In our opinion and according to 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.

3) The principal amount is repayable on demand and there is no repayment schedule. The interest is payable on demand.

4) In respect of said loans, the same are repayable on demand and therefore the question of overdue amounts do not arise. In respect of interest, there are no overdue amounts.

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

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

1. On the basis of the audit procedures performed by us, and according to the information, explanations and representation given to us the particulars of all transactions in which Directors were interested, as contemplated under Section 297 and Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act have been so entered.

2. In our opinion and according to the information and explanation given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding value of Rs. 5 lacs in respect of any party during the year have been made at prices which appear reasonable as per information available with the Company.

The Company has not accepted any deposits from public during the year within the meaning of Section 58A and Section 58AA of the Companies Act, 1956. Therefore the requirements of clauses (vi) of paragraph 4 of the Order are not applicable.

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

(vii) The Central Government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and records have been maintained/are being made up. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(viii) According to information and explanations given to us in respect of statutory and other dues:

a. According to the records of the Company apart from certain instances of delays in depositing undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues, including provident fund, income tax, sales tax, wealth tax, custom duty, cess , excise duty, service tax and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

b. According to the information and explanation given to us and the records of the Company, the Company has not deposited disputed statutory dues aggregating to Rs. 730.94 lacs on account of disputed matters pending before appropriate authority as mentioned below.

Sr. Nature of Nature of Amount Forum where No Statute Dues (Rs .in lacs) dispute is pending

1 Customs DEPB 730.94 Commissioner of Act 1962 Custom Kandla

(ix) The Company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the current and the immediately preceding financial year.

(x) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks. The Company has not borrowed funds from Financial Institution or Debenture holders.

(xi) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

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

(xiii) According to the information and explanation given to us, the Company is not trading in shares, securities and debentures. The Company has maintained proper records of the transactions in respect of dealing in shares and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

(xiv) According to the information and explanations given to us and representations made by the management, the Company has given guarantee for loans taken by its subsidiary and firm in which the Company is a partner, from banks .According to the information and explanations given to us, we are of the opinion that the terms and conditions of such guarantees are not prima facie prejudicial to the to the interests of the Company.

(xv) To the best of our knowledge and belief and according to the information an explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvi) According to the information and explanations given to us, and on an overall examination of the financial statements of the Company, we are of the opinion that prima facie, short term funds have not been used for long term investment.

(xvii) According to the information and explanations given to us the Company has not made any preferential allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

(xviii) According to the information and explanations given to us and the records examined by us, the Company has not issued any debenture during the financial year and therefore the question of creating security or charge in respect thereof does not arise.

(xix) The Company has not raised any money by way of public issues during the year.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year nor we have been informed of such case by the management.

For, M.R.Pandhi and Associates

Chartered Accountants

(Registration No. 112360W)

M.R. Pandhi

Ahmedabad Partner

15th June, 2011 Membership No.: 33057

---

Mar 31, 2010

We have audited the attached Balance Sheet of GOKUL REFOILS AND SOLVENT LIMTED ("the Company") as at March 31, 2010 and the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are 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 applied 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.

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, the Company has kept proper books of account as required by law, so far, as it appears from our examination of the books.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4. 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,

5. On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors , we report that none of the Directors is as on March 31 ,2010, prima facie disqualified from being appointed as a Director in terms of clause (g) of sub -section (1) of section 274 of 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 read with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

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

(b) In the case of 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 for the year encfed on that date.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we further report that

(i) In respect of Fixed Assets:

1) The Company has generally maintained proper records showing full particulars including quantitative details and location of the fixed assets.

2) As explained to us, the fixed assets have been verified by the management at reasonable intervals, according to a phased verification programme 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.

3) In our opinion and according to the information and explanation given to us the company has not made any substantial disposals during the year.

(ii) In respect of its Inventories:

1) As explained to us, inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

2) In our opinion and according to 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.

3) In our opinion and according to the information and explanations given to us, the Company has maintained proper record of its inventories. As explained to us no material discrepancies were noticed on physical verification, of inventories as compared to the book records.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or others parties covered in the register maintained u/s 301 of the Companies Act 1956, according to the information and explanation given to us: -

A In respect of Loan taken

1) The company has not taken any unsecured loan during the year from companies, firm or the other parties listed in the register maintained u/s 301 of the Companies Act 1956. Consequently ,the requirements of clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

B In respect of Loan granted

1) The company has granted unsecured loans aggregating to Rs.4597.35 lacs to four companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 5142.03 Lacs and the year-end balance of loans granted to such parties was Rs.4577.35 Lacs.

2) In our opinion and according to 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.

3) The principal amount is repayable on demand and there is no repayment schedule. The interest is payable on demand.

4) In respect of said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, there are no overdue amounts.

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

(v) In respect of transactions entered in the register maintained in the pursuance of section 301 of The Companies Act 1956.

1 On the basis of the audit pcocedures performed by us, and according to the information, explanations and representation given to us the particulars of all transacations in which directors were interested, as contemplated under section 297 and section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

2 In our opinion and according to the information and explanation given to us the transactions made in pursuance of contracts or arrangements

entered in the register maintained under 301 of the Companies Act , 1956 exceeding value of Rs. 5 Lacs in respect of any party during the year have been made at prices which appear reasonable as per information available with the company..

3 The company has not accepted any deposits from public during the year within the meaning of section 58A and section 58AA of the Companies act, 1956.Therefore the requirements of clauses (vi) of paragraph 4 of the Order are not applicable.

(vi) On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm of chartered accountants appointed by the management as well as companys internal audit department is commensurate with the size of the company and the nature of its business.

(vii) The Central Government has prescribed maintenance of cost records under section 209 (I ) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed accounts and records have been maintained/are being made up. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(viii)According to information and explanations given to us in respect of statutory and other dues:

a. According to the records of the Company apart from certain instances of delays in depositing undisputed statutory dues, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess , excise duty, service tax and other material statutory dues with the appropriate authorities during the year .According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st,2010 for a period of more than six months from the date of becoming payable.

b. According to the information and explanation given to us and the records of the company the company has not deposited disputed statutory dues aggregating to Rs. 2.40 Lacs on account of disputed matters pending before appropriate authority as mentioned below.

Sr. Nature of Nature of Amount Forum No. Statute Dues (Rs.in where Lacs) dispute is pending 1 Sales Tax Act Sales Tax 2.40 Joint of Gujarat Commissioner of Sales Tax. Ahmedabad

(ix) The company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the current and the immediately preceding financial year,

(x) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks. The Company has not borrowed funds from Financial Institution or Debenture holder.

(xi) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debenture and other securities

(xii)ln our opinion, the Company is not a chit fund /Nidhi /mutual benefit fund/society. Therefore, the provisions of the clause (xiii) of paragraph -4 of the Order are not applicable to the company.

(xiii) In our opinion, the Company is not dealing or trading in shares, securities, debenture and other investments during the year.

(xiv) According to the information and explanations given to us and representations made by the management, the company has given guarantee for loans taken by its subsidiary and firm in which the company is a partner, form banks .According to the information and explanations given to us, we are of the opinion that the terms and conditions of such guarantees are not prima facie prejudicial to the to the interests of the company.

(xv) To the best of our knowledge and belief and according to the information an explanations given to us, term loans availed by the company were, prima facie applied by the company during the year for the purposes for which the loans were obtained.

(xvi) According to the information and explanations given to us, and on an overall examination of the financial statements of the Company, we are of the opinion that prima facie, short term funds have not been used for long term investment.

(xvii) According to the information and explanations given to us the company has not made any preferential

allotment of share to parties and Companies covered in the register maintained u/s 301 of the Act.

(xviii) According to the information and explanations given to us and the records examined by us, the company has not issued any debenture during the financial year and therefore the question of creating security or charge in respect thereof does not arise

(xix) The Company has not raised any monies by way of public issues during the year.

(xx)To the best of out knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year nor we have been informed of such case by the management.

For, M.R.PANDHI AND ASSOCIATES Chartered Accountants (Registration No 112360W) Place : Ahmedabad M. R. Pandhi Date : 14th June, 2010 Partner Membership No.: 33057