Auditor Report of Kemistar Corporation Ltd.

Mar 31, 2024

1. I have audited the accompanying Ind AS standalone financial statements of KEMISTAR CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information ("the Standalone Financial Statements").

2. In my opinion and to the best of my information and according to the explanations given to me, the aforesaid standalone 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and its loss and other comprehensive income, changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. I conducted my audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. My responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the standalone Financial Statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to my audit of the standalone Financial Statements under the provisions of the Act, and the rules thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion on the standalone Financial Statements.

Key Audit Matters

4. Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the standalone Financial Statements of the current year. These matters were addressed in the context of my audit of the standalone Financial Statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters. There are no key audit matters to communicate.

Other Information

5. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone Financial Statements and my auditors'' report thereon.

6. My opinion on the standalone Financial Statements does not cover the other information and I do not express any form of assurance conclusion thereon.

7. In connection with my audit of the standalone Financial Statements, my 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 my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information; I am required to report that fact. I have nothing to report in this regard.

Management''s responsibility for the Standalone Financial Statements

8. 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 state of affairs, profit and other comprehensive income, changes in equity and cash flows 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. 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 standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the standalone Financial Statements, the 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 the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. 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

11. My objectives are to obtain reasonable assurance about whether the standalone 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 my 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 standalone Financial Statements.

12. As part of an audit in accordance with SAs, I exercise professional judgment and maintain professional scepticism throughout the audit. I also:

12.1. Identify and assess the risks of material misstatement of the standalone 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 my 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.

12.2. 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) the Act, I am also responsible for expressing my opinion on whether the Company has adequate internal financial controls with reference to standalone Financial Statements in place and the operating effectiveness of such controls.

12.3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by themanagement.

12.4. Conclude on the appropriateness of the 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditor''s report to the related disclosures in the standalone Financial Statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

12.5. Evaluate the overall presentation, structure and content of the standalone Financial Statements, including the disclosures, and whether the standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

13. I 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 I identify during my audit.

14. I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

15. From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the standalone Financial Statements of the current year and are therefore the key audit matters. I describe these matters in my auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my 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

16. 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 Act, I give in the "Annexure A"a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

17.1. I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

17.2. In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination of those books for the matters stated in the paragraph 18.8 below, on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

17.3. The balance sheet, the statement of profit and loss including other comprehensive income, the statement of changes in equity and the cash flow statement dealt with by this Report are in agreement with the books of account.

17.4. In my opinion, the aforesaid standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

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

17.6. With respect to the adequacy of the internal financial controls with reference to standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to my separate Report on internal financials control over financials reporting as per Annexure-2; and

17.7. 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 my opinion and to the best of my information and according to the explanations given to me, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

17.8. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 17.2 above on reporting under section 143(3)(b) of

the Act and paragraph 18.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

18. 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 my opinion and to the best of my

information and according to the explanations given to me:

18.1. The Company does not have any pending litigations which would impact its financial position.

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

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

18.4. The management has represented that no funds 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(s) or entity(ies), including foreign entities

("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary 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. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.

18.5. The management has represented that no funds 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. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.

18.6. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to my notice that has caused me 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.

18.7. In my Opinion and according to the information and explanation given to me Dividend decla red and paid during the year by the company, is in compliance with Section 123 of the Act.

18.8. Based on my examination which included test checks and information given to me, the Company has used accounting software for maintaining its books of account, which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective softwares, hence I am unable to comment on audit trail feature of the said software.

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 N.S. NANAVATI & CO.

Chartered Accountants FRN: 134235W

Sd/-

(CA NITESH SHIRISHCHANDRA NANAVATI) Proprietor

Date: 29.05.2024 Membership No.: 143769

Place: Ahmedabad UDIN: 24143769BKFPCC4481

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Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF

KEMISTAR CORPORATION LIMITED

AHMEDABAD Report on the Standalone Financial Statements

I have audited the accompanying standalone financial statements of KEMISTAR CORPORATION LIMITED("The Company"), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''standalone financial statements'').

Managements'' Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matter stated in section 134(5) of The Companies Act 2013 (“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 and cash flows of the Company in accordance with the Accounting principle generally accepted in India, including the Indian Accounting Standards Specified under section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with provision of the act for safeguarding of assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimate 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 standalone financial statements that give a true and fair view and free from material misstatement, weather due to fraud or error.

Auditor''s responsibility

My responsibility is to express an opinion on these standalone financial statements based on my audit.

I 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.

I have conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that I comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the standalone financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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,

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018; and

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

Report On other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“The Order"), as amended issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure "1" a statement on the matter specified in paragraph 3 and 4 of the order.

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

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

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

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

d) In my 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 written representations received from the directors as on March 31, 2018, and 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 in terms of section 164(2) of the Act.

f) With respect to adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to my separate report in "Annexure 2".

g) As required by the rule 11 of the companies (Audit and Auditors) Rules, 2014, and in our opinion and to the best of our information and according to the explanation given to me:

i). The company is not having any pending litigation and hence there is no further comments required.

ii). The company has not incurred any material foreseeable losses on long term contracts including derivative contracts hence no provision for such losses required.

iii). There were no amounts which were required to be transferred to the investor education and protection fund by the company hence no further comment is required in this matter.

(Referred to in Paragraph 1 Report On Other Legal and Regulatory Requirements of My Report of even date on the Accounts for the year ended on 31^st March, 2018 of KEMISTAR CORPORATION LIMITED.)

1. In respect of its fixed assets:-

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. According to information and explanation given to me no material discrepancies were noticed on such physical verification.

(c) The company is holding title deed in its name for the immovable property. There is no such assets for which the company is not holding a title deed.

2. 2. In respect of its inventories:-

(a) Inventories have been physically verified by the management at reasonably regular intervals during the year.

(b) In my opinion and according to the information and explanation given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, no further comments are required to be made.

4. As per information and explanation provided to me and as per my opinion, the company has complied with the provisions of the section 185 and 186 of the Companies Act 2013. Hence no further comments are required in respect of loans, investment, guarantees and security.

5. 5. The Company has not accepted any deposits from public. Consequently the directives issued by the Reserve bank of India read with the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies(Acceptance of Deposit) Rules, 2015 with regard to the deposit accepted from the public are not applicable.

6. I have been informed that the Central Government has not prescribed maintenance of Cost records under Section 148(1) of the Companies Act, 2013 . Therefore, no comments are required to be made.

7. 7. In respect of statutory dues:-

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance Contribution, Income tax, Excise Duty, Customs Duty, Sales tax, and other dues as may be relevant have been generally regularly deposited with the appropriate authorities.

(b) As informed to me, there are no disputed statutory dues, which have not been deposited on account of matters pending before appropriate authorities.

8. The Company had no dues to financial institution, bank or debenture holders during the year under Audit. Therefore, no comments are required about repayment of dues thereon.

9. In my opinion and according to the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon

10. In my opinion and according to the information and explanations given to me, No fraud on or by the Company by it officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. In my opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13. In my opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. As per information and explanation provided to me during the year under review The Company has made preferential allotment. The company has complied with requirement of section 42 of The Companies Act 2013. Further The Company has utilized the funds for the purpose for which it has been raised.

15. In my opinion and as per information and explanation provided to me by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In my opinion and as per information and explanation provided to me by the management, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

Annexure" 2" to the Independent Auditor''s Report of even date on the Standalone Financial Statements of KEMISTAR CORPORATION LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

I have audited the internal financial controls over financial reporting of KEMISTAR CORPORATION LIMITED (“the Company") as of March 31, 2018 in conjunction with my 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 control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. 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

My responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on my audit. I conducted my 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 I 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.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 My opinion, to the best of my information and explanation given to us, 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 March 31, 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, GAURAV N. ZINZUWADIYA

CHARTERED ACCOUNTANTS

Sd/-

CA Gaurav Zinzuwadiya

PLACE: AHMEDABAD PROPRIETOR

DATE : 30th May,2018 M.No 150295

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Mar 31, 2015

I have audited the accompanying financial statements of KEMISTAR CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements' responsibility for the standalone financial statements

The Company's Board of Directors is responsible for the matter stated in section 134(5) of The Companies Act 2013 ("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 and cash flows of the Company in accordance with the Accounting principle generally accepted in india, including Rules, (2014). This responsibility also includes maintenance of adequate accounting records in accordance with provision of the act for safeguarding of assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimate 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 free from material misstatement, weather due to fraud or error.

Auditor's responsibility

My responsibility is to express an opinion on these standalone financial statements based on my audit. 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. I have conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that I comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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, 2015; and

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

Emphasis of Matter

As required by SA 706, (Emphasis of Matter Paragraphs and Other Matter Paragraphs in the Independent Auditor's Report), I annex herewith Annexure "1".

Report On other legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure "2"

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

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

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

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

d) In my opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (9) of section 143 of the 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, 2015, from being appointed as a director in terms of section 143 of the Companies Act, 2013;

f) On the basis of information and explanation provided to me internal financial control system of the company is effective and operating in well manner.

g) As required by the rule 11 of the companies (Audit and Auditors) Rules, 2014, and in our opinion and to the best of our information and according to the explanation given to me

i) . The company is not having any pending litigation and hence there is no further comments required.

ii) . The company has not incurred any material foreseeable losses on long term contracts including derivative contracts hence no provision for such losses required.

iii). There were no amounts which were required to be transferred to the Investor education and protection fund by the company hence no further comment is required In this matter.

ANNEXURE "1" TO THE INDEPENDENT AUDITOR'S REPORT

( Referred to In Paragraph " Emphasis of Matter " of My Report of even date on the Accounts for the year ended on 31st March, 2015 of KEMISTAR CORPORATION LIMITED )

1. Accounting for Depreciation

I draw your attention to Part - I Note 1 (c) (ii) & (iii) forming part of the financial statements which describe written off of certain non usable Fixed Assets and non usable Capital Work In Progress.

2. Valuation of Inventories ( AS 2 )

I draw your attention to Part - I Note 1 (d) (i) forming part of the financial statements which describe amount of inventory is shown as .Certified by the management of the Company.

3. Accounting for Taxes on Income ( AS 22 )

I draw your attention to Part -1 Note 1 (g) (a) forming part of the financial statements which describe the Company does not make provision for Current Income Tax Liabilities.

4. Pre-Operative Expenses

I draw your attention to Part -1 Note 1 (h) forming part of the financial statements which describe the write off of entire amount of Preliminary and pre-operative expenses.

5. Contingent Liabilities

I draw your attention to Part - I Note 1 (i) forming part of the financial statements which describe the Contingent Liabilities have been considered as Certified by the Management of the Company.

6. Related Party Disclosure ( AS 18 )

I draw your attention to Part -1 Note 2 (a) forming part of the financial statements which describe

the Related Party disclosure has been made as Certified by the management of the Company.

7. Relationship of Holding And Subsidiary Company

I draw your attention to Part - III Note (a) forming part of the financial statements which describe the Relationship of Holding and Subsidiary Company.

8. Balance Confirmations from Parties

I draw your attention to Part - III Note (b) forming part of the financial statements which describe the balance confirmations from parties to be received.

For, Gaurav Natwarlal Zinzuwadia, CHARTERED ACCOUNTANTS

Sd/- PLACE: AHMEDABAD DATE : 30th May, 2015 (CA GAURAV N . ZINZUWADIA) PROPRIETOR M.NO. 150295

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Mar 31, 2014

I have audited the accompanying financial statements of KEMISTAR CORPORATION LIMITED, comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss for the then ended, and a summary of significant accounting policies and other explanatory information.

Managements' responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and view of the financial position and financial performance of the Company in accordance with | Accounting Standards referred to in 129 of the Companies Act, 2013. This responsibility includes | design, implementation and maintenance of internal control relevant to the preparation presentation of the financial statements that give a true and fair view and are free from misstatement, whether due to fraud or error.

Auditor's responsibility

My responsibility is to express an opinion on these financial statements based on my audit. conducted my audit in accordance with the Standards on Auditing issued by the Institute of Charter accountants of India. Those Standards require that comply with ethical requirements and plan a perform the audit to obtain reasonable assurance about whether the financial statements are free material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures the financial statements. The procedures selected depend on the auditor's judgment, including assessment of the risks of material misstatement of the financial statements, whether due to fraud error. In making those risk assessments, the auditor considers internal control relevant to Company's preparation and fair presentation of the financial statements in order to design procedures that are appropriate in the circumstances. An audit also includes evaluating appropriateness of accounting policies used and the reasonableness of the accounting estimates by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, financial statements give the information required by the Act in the manner so required and give a 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 and

b) in the case of the Statement of Profit and the loss for the year ended that date.

Emphasis of Matter

As required by SA 706, (Emphasis of Matter Paragraphs and Other Matter Paragraphs in the Independent Auditor's Report), I annex herewith Annexure "1".

Report On other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, I give in the Annexure "2" a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 134 of the Act, l report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

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

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

d) In my opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection 129 of the 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 section 164of the Companies Act, 2013;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE "1" TO THE INDEPENDENT AUDITOR'S REPORT

( Referred to in Paragraph " Emphasis of Matter " of My Report of even date on the Accounts for year ended on 31st March, 2014 of KEMISTAR CORPORATION LIMITED )

1. Accounting for Depreciation

I draw your attention to Part -1 Note 1 (c ) (ii) & (iii) forming part of the financial statements which describe written off of certain non usable Fixed Assets and non usable Capital Work In Progress.

2. Valuation of Inventories ( AS 2 )

I draw your attention to Part -1 Note 1 (d) (i) forming part of the financial statements which describe amount of inventory is shown as Certified by the management of the Company.

3. Accounting for Taxes on Income I AS 11)

I draw your attention to Part -1 Note 1 (g) (a) forming part of the financial statements which describe the Company does not make provision for Current Income Tax Liabilities.

4. Pre-Operative Expenses

I draw your attention to Part -1 Note 1 (h) forming part of the financial statements which describe the write off of entire amount of Preliminary and pre-operative expenses.

5. Contingent Liabilities

I draw your attention to Part - I Note 1 (i) forming part of the financial statements which describe the Contingent Liabilities have been considered as Certified by the Management of Company.

6. Related Party Disclosure ( AS 18 )

I draw your attention to Part - I Note 2 (a) forming part of the financial statements describe the Related Party disclosure has been made as Certified by the management of the Company.

7. Relationship of Holding And Subsidiary Company

I draw your attention to Part - III Note (a) forming part of the financial statements describe the Relationship of Holding and Subsidiary Company.

8. Balance Confirmations from Parties

I draw your attention to Part - III Note (b) forming part of the financial statements describe the balance confirmations from parties to be received.

ANNEXURE "2" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph Report On Other Legal and Regulatory Requirements (Sub Para 1) of My Report of even date on the Accounts for the year ended on 31st March , 2014 of KEMISTAR CORPORATION LIMITED.)

1. In respect of its fixed assets:-

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year. However, the Company has written off substantial part of its fixed assets (including entire amount of Capital Work in Progress). I have been informed by the management of the Company that, it does not intend to discontinue its operations. Accordingly, l am of the opinion that, the going concern state of the Company is not affected.

2. In respect of its inventories

(a) Inventories have been physically verified by the management at reasonably regular intervals during the year.

(b) In my opinion and according to the information and explanation given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to me , there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. (a) The Company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, no further comments are required to be made.

(b) The Company has not taken any secured or unsecured loans from Companies, Firms or other parties covered in the register maintained under Section 189 of the Companies Act ,2013. Therefore, no further comments are required to be made.

In my opinion and according to the information and explanation given to me, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, and for the sale of goods and services. During the course of my audit, I ha not observed any continuing failure to correct major weakness in internal control system of Company.

5. (A). According to the information and explanations given to me, I am of the opinion that, particulars of contracts or arrangements -hat need to be entered into the register maintained Section 189 of the Companies Act, 2013 have been so entered.

(B). According to the information and explanation given to me, there were no transactions exceeding the value of five lakh rupees in respect of any party in the current financial year. Therefore Clause (b) of the Companies (Auditor's Report) Order, 2003 is not applicable.

6. The Company has not accepted any deposits from public. Consequently the directives issued by Reserve bank of India read with the provisions of Section 74, 75,76 or Any other relevant provision of the Companies Act,2013 and the rules framed there under are not applicable . Therefore, no comments are made.

7. In my opinion, the Company has an Internal Audit System commensurate with the size of th Company and nature of its business

8. I have been informed that the Central Government has not prescribed maintenance of Cost record under Section 148 of the Companies Act, 2013 Therefore; no comments are required to be made.

9. In respect of statutory dues:-

(a) According to the records of the Company, undisputed statutory dues including Provident Employees' State Insurance Contribution, Income tax, Excise Duty and Customs Duty, Sales tax other dues as may be relevant have been generally regularly deposited with appropriate authorities.

(b) As informed to me, there are no disputed statutory dues, which have not been deposited account of matters pending before appropriate authorities.

10. The accumulated losses of the company have exceeded 50 percent of its Net Worth It has not incurred cash losses in the financial Year concerned however the company has made cash losses in the immediately preceding financial year.

11. The Company had no dues to financial institution, bank or debenture holders during the year under Audit. Therefore, no comments are required about repayment of dues thereon.

12. As information given to me the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, no further comments are required to be made.

13. In my opinion, the Company is not a Chit fund, Nidhi / Mutual benefit fund / society. Therefore, Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

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

15. According to the information and explanation given to me, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, Clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 is not applicable.

16. As per the information and explanation given to me, the Company has not taken any term loan. Therefore, Clause 4 (xvi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

17. According to the information and explanations given to me and on the basis of an overall examination of the balance sheet of the Company, in my opinion, there are no funds raised on a short - term basis which have been used for long- term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, Clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

19. The Company has not issued any debentures. Accordingly, Clause 4 (xix) of the Companies (Auditor's Report) Order,2003 is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, Clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 is not applicable.

21. In my opinion and according to the information and explanations given to me , no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated . Accordingly, Clause 4 (xxi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

For, Gaurav Natwarlal Zinzuwadia CHARTERED ACCOUNTANTS

(CA GAURAV N . ZINZUWADIA) PROPRIETOR M.NO. 150295

AHMEDABAD DATE : 19th July,2014

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Mar 31, 2012

(1) I have audited Balance sheet of KEMISTAR CORPORATION LIMITED as at 31st March 2012 and the profit and loss account and cash flow statement for the year ended on that date, annexed thereto. These financial statement are the responsibility of the management of the company. My responsibility is to express an opinion on these financial statement.

(2) I have conducted my audit in accordance with the Auditing standards generally accepted in India. Those standards require that, I plan and perform the audit to obtain reasonable assurance about weather the financial statement are free of material misstatement. An audit includes examining of evidence supporting the amounts and on a test basis disclosure in that financial statement. An audit also includes assessing the evaluating the overall presentation of the financial statements. I believe that, my audit provides a reasonable basis for my opinion.

(3) As required by companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government under section 227 (4A) of the companies Act 1956, and on the basis of the books and records of the company as I considered appropriate and according to the information and explanation given to me, I enclose in the annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

(4) Further to my comments in paragraph (3) above I Report that:

(a) I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b) In my opinion, proper books of accounts as required by the law have been kept by the company so far as appears from my examination of the books.

(c) The Balance sheet and profit and loss account dealt with by this report are in agreement with the books of accounts.

(d) In my opinion the Balance sheet and profit and loss accounts of the company complies with the mandatory Accounting standards referred to in sub section 3 (c) section 211 of the companies Act, 1956 read together with and subject to relevant Notes Forming part of the financial statements.

(e) the basis of written representations received from the Directors of the Company as at 31st March 2012 and taken on record by the Board of Directors, I report that, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

(f) In my opinion and to the best of my knowledge and according to the explanations given to me, the said accounts read together with and subject to relevant not's Forming 'part of financial statements, give the information required by the Companies Act, 1956 in manner so required and give true and far view in conformity with the accounting principles accepted in India:-

(i) In the case of Balance Sheet of the state of affairs of the Company as at 31st March 2012;

(ii) In the case of Profit and Loss Account of the loss for the year ended on that date;

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

ANNEXURE TO THE AUDITOR'S REPORT

1. In respect of its fixed assets:-

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

(c) The company has not disposed off substantial part of its fixed assets during the year and the going concerned state of the company is not affected.

2. In respect of its inventories:-

(a) Inventories have been physically verified by the management at reasonably regular intervals during the year.

(b) In my opinion and according to the information and explanation given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the company and the nature of its business.

(c) The company has maintained proper records of inventories. As explained to me, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. (a) The company has not granted any secured or unsecured loans to companies, Firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Therefore, no further comments are required to be made.

(b) The company has not taken any secured or unsecured loans from companies, Firms or other parties covered in the registered maintained under section 301 of the companies Act, 1956. Therefore, no further comments are required to be made.

4.In my opinion and according to the information and explanation given to me, there exists an adequate internal control system commensurate with the size of company and the nature of its business for the purchase of inventory, and for the sale of goods and services. During the course of my audit, I have not observed any continuing failure to correct major weakness in internal control system of the company.

(a) According to the information and explanations given to me, I am of the opinion that, the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanation given to me, there were no transactions exceeding the value of five lakh rupees in respect of any party in the current financial year. Therefore, Clause 4 (v) of the Companies (Auditor's Report) Order, 2003 is not applicable.

6 The Company has not accepted any deposits from public. Consequently the directives issued by the Reserve bank of India read with the provisions of Section 58A , 58AA or any other relevant provisions of the Companies Act,1956 and the rules framed there under are not applicable . Therefore, no further comments are made.

7. In my opinion, the Company has an Internal Audit System commensurate with the size of the Company and nature of its business

8 I have been informed that the Central Government has not prescribed maintenance of Cost records under Section 209(l)(d) of the Companies Act, 1956 . Therefore, no comments are required to be made.

9. In respect of statutory dues:-

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance Contribution, Income tax, Excise Duty and Customs Duty, Sales tax and other dues as may be relevant have been generally regularly deposited with the appropriate authorities.

(b) As informed to me , there are no disputed statutory dues , which have not been deposited on account of matters pending before appropriate authorities .

10 The accumulated losses of the company has not exceeded 50 percent of its Net Worth. It has incurred cash losses In the financial Year concerned however The Company has not incurred cash losses in immediately preceding financial year.

11 The Company had no dues to financial institution, bank or debenture holders during the year under Audit. Therefore, no comments are required about repayment of dues thereon.

12. As information given to me the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, no further comments are required to be made.

13. In my opinion, the Company is not a Chit fund, Nidhi / Mutual benefit fund / society. Therefore, Clause 4 (xiii) of the Companies ( Auditor's Report) Order, 2003 is not applicable.

14. According to the information and explanation given to me, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the companies (Auditors Reports) Order, 2003 is not applicable.

15. According to the information and explanation given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, clause 4 (xvi) of the companies (Auditors Reports) Order, 2003 is not applicable.

16. As per type information and explanation given to me, the company has not taken only term loan. Therefore, clause 4 (xvi) of the companies (Auditor's Report) Order, 2003 is not applicable.

17. According to the information and explanation given to me and on the basis of an overall examination of the balance sheet of the company, in my opinion, there are no funds raised on a short-term basis which have been used for long term investment.

18.During the year, the company has not made any preferential allotment of shares to parties and companies covered in toi registered maintain under section 301 of the companies Act, 1956. Therefore, clause 4 (xviii) of the companies (Auditors Report) Order, 2003 is not applicable.

19. The company has not issued any debentures. Accordingly, clause 4 (xix) companies (Auditors Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year. Accordingly, clause 4 (xx) of the companies (Auditors Report) Order, 2003 is not applicable.

21. In my opinion and according to the information and explanation given to me, no fraud on or by the company has been noticed or reporting during the year, that causes the financial statements to be materially misstated. Accordingly, clause 4 (xxi) of the companies (Auditor's Report) Order, 2003 is not applicable.



For, JANAK SONI & ASSOCIATES

Chartered Accountants

F.R.NO.121405W

Sd/-

PLACE: AHMEDABAD C A Janakkumar S. Soni

DATE : August, 17, 2012 Proprietor

M.No.110003

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Mar 31, 2011

(1) I have audited the attached Balance Sheet of KEMISTAR CORPORATION LIMITED as at 31st March 2011 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the management of the Company. My responsibility is to express an opinion on these financial statements.

(2) I have conducted my audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that, I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining of evidence supporting the amounts and on a test basis disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that, my audit provides a reasonable basis for my opinion.

(3). As required by Companies (Auditor’ Report) Order, 2003(As amended) issued by the Central Government under Section 227 (4A) of the Companies Act, 1956, and on the basis of the books and records of the Company as I considered appropriate and according to the information and explanation given to me, I enclose in the annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

(4). Further to my Comments in Paragraph (3) above I Report that:-

(a) I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b) In my opinion, proper Books of accounts as required by the law have been kept by the Company so far as appears from my examination of the books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts.

(d) In my opinion, the Balance Sheet and Profit and Loss Account of the Company complies with the mandatory Accounting Standards referred to in Sub Section 3(C) Section 211 of the Companies Act, 1956 subject to relevant Notes contained under Schedule-3.

(e) On the basis of written representations received from the Directors of the Company as at 31st March 2011 and taken on record by the Board of Directors, I report that, none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

(f) In my opinion and to the best of my knowledge and according to the explanations given to me, the said accounts read together with and subject to notes as contained under Schedule - 3, give the information required by the Companies Act , 1956 in manner so required and give true and fair view in conformity with the accounting principles accepted in India :-

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

(ii) In the case of Profit and Loss Account of the profit for the year ended on that date ;

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph 3 of My Report of even date on the Accounts for the year ended on 31st March, 2011 of KEMISTAR CORPORATION LIMITED)

1. In respect of its fixed assets:-

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

(b) The fixed assets have been physically verifies by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

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

2. In respect of its inventories:-

(a) Inventories have been physically verified by the management at reasonably regular intervals during the year.

(b) In my opinion and according to the information and explanation given to me, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. (a) The Company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, no further comments are required to be made.

(b) The Company has not taken any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, no further comments are required to be made.

4. In my opinion and according to the information and explanation given to me, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of services. During the course of my audit, I have not observed any continuing failure to correct major weakness in internal control system of the Company.

5. (a). According to the information and explanations given to me, I am of the opinion that, the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b). According to the information and explanation govern to me, there were no transactions exceeding the value of five lakh rupees in respect of any party in the current financial year. Therefore, Clause 4 (v) of the Companies (Auditor's Report) Order, 2003 is not applicable.

6. The Company has not accepted any deposits from public. Consequently the directives issued by the Reserve bank of India read with the provisions of Section 58A , 58AA or any other relevant provisions of the Companies Act,1956 and the rules framed there under are not applicable . Therefore, no further comments are made.

7. In my opinion, the Company has an Internal Audit System commensurate with the size of the Company and nature of its business

8. I have been informed that the Central Government has not prescribed maintenance of Cost records under Section 209(1)(d) of the Companies Act , 1956 . Therefore, no comments are required to be made.

9. In respect of statutory dues:-

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance Contribution, Income tax, Excise Duty and Customs Duty, Sales tax and other dues as may be relevant have been generally regularly deposited with the appropriate authorities.

(b) As informed to me, there are no disputed statutory dues, which have not been deposited on account of matters pending before appropriate authorities.

10. The Company has no accumulated losses at the end of the financial year and it has not made cash losses at the end of the financial year and immediately preceding financial year.

11. The Company had no dues to financial institution, bank or debenture holders during the year under Audit. Therefore, no comments are required about repayment of dues thereon.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, no further comments are required to be made.

13. In my opinion, the Company is not a Chit fund, Nidhi / Mutual benefit fund / society. Therefore, Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

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

15. According to the information and explanation given to me, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, Clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 is not applicable.

16. As per the information and explanation given to me, the Company has not taken any term loan. Therefore, Clause 4 (xvi) of the Companies (Auditor’s Report) Order, 2003 is not applicable.

17. According to the information and explanations given to me and on the basis of an overall examination of the balance sheet of the Company, in my opinion, there are no funds raised on a short - term basis which have been used for long- term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered on the register maintained under Section 301 of the Companies Act, 1956. Therefore, Clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 s not applicable.

19. The Company has not issued any debentures. Accordingly, Clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, Clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 is not applicable.

21. In my opinion and according to the information and explanations given to me , no fraud on or by the Company has been noticed or reported during the year , that causes the financial statements to be materially misstated . Accordingly, Clause 4 (xxi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

For, JANAK SONI & ASSOCIATES Chartered Accountants

Sd/-

CA Janakkumar S. Soni Proprietor F.R.No.121405W; M.No.110003

PLACE : AHMEDABAD DATE : June 27, 2011

---

Mar 31, 2010

(1) I have audited the attached Balance Sheet of KEMISTAR CORPORATION LIMITED as at 31st March 2010 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the management of the Company . My responsibility is to express an opinion on these financial statements.

(2) I have conducted my audit in accordance with the Auditing Standards generally accepted in India . Those Standards require that , I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement . An audit includes examining of evidence supporting the amounts and on a test basis disclosure in the financial statements . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that, my audit provides a reasonable basis for my opinion .

(3) As required by Companies ( Auditor Report ) Order , 2003 ( as amended ) issued by the Central Government under Section 227 (4A) of the Companies Act, 1956,and on the basis of the books and records of the Company as I considered appropriate and according to the information and explanation given to me, I enclose in the annexure a statement on the matter specified in paragraph 4 and 5 of the said Order .

(4) Further to my Comments in Paragraph (3) above I Report that ;-

(a)I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b)In my opinion , proper Books of accounts as required by the law have been kept by the Company so far as appears from my examination of the books .

(c)The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts .

(d)In my opinion , the Balance Sheet and Profit and Loss Account of the Company complies with the mandatory Accounting Standards referred to In Sub Section 3(C) Section 211 of the Companies Act, 1956 subject to relevant Notes contained under Schedule-H .

(e)On the basis of written representations received from the Directors of the Company as at 31st March 2010 and taken on record by the Board of Directors , I report that, none of the; Directors Is disqualified as on 31st March, 2010 from being appointed as a Director of the Company in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956 .

(f) In my opinion and to the best of my knowledge and according to the explanations given to me, the said accounts read together with and subject to notes as contained under Schedule - H , give the information required by the Companies Act , 1956 in manner so required and give true and fair view in conformity with the accounting principles accepted in India :-

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

(ii) In the case of Profit and Loss Account of the profit for the year ended on that date ;

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

ANNEXURE TO THE AUDITORS REPORT (Referred t6 in Paragraph 3 of My Report of even date on the Accounts for the year ended on 31st March , 2010 of KEMISTAR CORPORATION LIMITED)

1. In respect of its fixed assets :-

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification .

(b) The Company has not disposed off substantial part of its fixed assets during the year and the going concern state of the Company is not affected .

2. In respect of its inventories :-

(a) Inventories have been physically verified by the management at reasonably regular intervals during the year .

(b)In my opinion and according to the information and explanation given to me , the procedure of physical verification of inventories followed by the management are reasonable and adequate In relation to the size of the Company and the nature of its business .

(c)The Company has maintained proper records of inventories . As explained to me , there were no material discrepancies noticed on physical verification of inventory as compared to the book records .

3. (a) The Company has not granted any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, no further comments are required to be made.

(b)The Company has not taken any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act ,1956.Therefore, no further comments are required to be made.

4. In my opinion and according to the information and explanation given to me, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of Inventory, fixed assets and with regard to the sale of services . During the course of my audit, I have not observed any continuing failure to correct major weakness in

internal control system of the Company.

5. (a). According to the information and explanations given to me , I am of the opinion that, the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b).According to the information and explanation govern to me, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 ; have been made at prices which are reasonable having regard to the prevailing market prices at relevant time.

6. The Company has not accepted any deposits from public. Consequently the directives issued by the Reserve bank of India read with the provisions of Section 58A , 58AA or any other relevant provisions of the Companies Act,l956 and the rules framed there under are not applicable . Therefore, no further comments 3re made .

7. In my opinion, the Company has an Internal Audit System commensurate with the size of the Company and nature of its business.

8. I have been informed that the Central Government has not prescribed maintenance of Cost records under Section 209(l)(d) of the Companies Act , 1956 . Therefore, no comments are required to be made .

9. In respect of statutory dues ;-

(a) According to the records of the Company, undisputed statutory dues including Provident Fund , Employees State Insurance Contribution , Income tax , Excise Duty and Customs Duty , Sales tax and other dues have been generally regularly deposited with the appropriate authorities.

(b)As informed to me , there are no disputed statutory dues , which have not been deposited on account of matters pending before appropriate authorities .

10. The Company has no accumulated losses at the end of the financial year and it has not made cash losses at the end of the financial year and immediately preceding financial year .

J. I. The Company had no dues to financial institution, bank or debenture holders during the year under Audit. Therefore, no comments are required about repayment of dues thereon.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares , debentures and other securities. Therefore, no further comments are required to be made.

13. In my opinion, the Company is not a Chit fund, Nidhi / Mutual benefit fund / society Therefore, Clause 4 (xiii) of the Companies ( Auditors Report) Order, 2003 is not applicable.

14. According to the information and explanations given to me, the Company is not Dealing or trading in shares, securities, debentures and other investments. Therefore, Clause 4 (xiv) of the Companies (Auditors Report) Order , 2003 Is not applicable .

15. According to the information and explanation given to me, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year . Therefore, Clause 4 (xv) of the Companies (Auditors Report) Order, 2003 is not applicable.

16. As per the information and explanation given to me, the Company has not taken any term loan. Therefore, Clause 4 (xvi) of the Companies (Auditors Report) Order , 2003 is not applicable.

17. According to the information and explanations given to me and on the basis of an overall examination of the balance sheet of the Company, in my opinion, there are no funds raised on a short - term basis which have been used for long- term investment.

18. During the year , the Company has not made any preferential allotment of shares to parties and companies covered on the register maintained under Section 301 of the Companies Act, 1956. Therefore, Clause 4 (xviii) of the Companies ( Auditors Report ) Order, 2003 is not applicable.

19. The Company has not issued any debentures. Accordingly, Clause 4 (xix) of the Companies ( Auditors Report ) Order , 2003 is not applicable .

20. The Company has not raised any money by public issues during the year. Accordingly, Clause 4 (xx) of the Companies (Auditors Report) Order, 2003 is not applicable .

21. In my opinion and according to the information and explanations given to me , no fraud on or by the Company has been noticed or reported during the year , that causes the financial statements to be materially misstated , Accordingly, Clause 4 (xxi) of the Companies (Auditors Report ) Order, 2003 is not applicable.

For, JANAK SONI & ASSOCIATES

Chartered Accountants

PLACE: AHMEDABAD CA Janakkumar S. Soni

Proprietor

DATE : June 30, 2010 Membership No. : 110003