Auditor Report of Ram Minerals & Chemicals Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of RAM MINERALS & CHEMICALS LIMITED ("the company") which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information, in which we are incorporated the Returns for the year ended on that date audited by the auditors of the company.

Management's Responsibility for the [Standalone] Financial Statements

The Company's Board of Directors is responsible for the matters stated under Section 134(5) of the Companies Act' 2013 ("the Act") with respect to the preparation of these standalone financial Statements that gives a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India including the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies ; judgments and estimates that are reasonable and prudent and design implementation of adequate 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 gives a true and free view from any material misstatement, whether due to fraud or error.

Auditor's 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 have conducted our audit in accordance with the Standards of Auditing specified under Section 143(10) of the Act Those standards required that we comply with ethical requirements and plan and perform the audit to obtain assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's individual judgment, including the assessment of the risks of material misstatement of the financial statement, 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 gives a true and fair view in order to design audit procedures that are appropriate in the given 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 opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations to the Act in the manner so required, gives a true and fair view in conformity with the generally accepted accounting principles in India, of the state of affairs of the Company as on 31st March, 2015, and its profit/loss and its cash flow for the period ended on that date.

Report on Other Legal and Regulatory Requirement

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 Act, we give in Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

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

a. we have sought and obtained ail the information and explanations wh.ch 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 be 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 aforesaid financial statement comply with the applicable Accounting Standards specified under Section 133 of the Act read wrth Rule 7 of the Companies (Accounts) Rules 2014; '

e. On the basis of Written representations received from the directors as on March 31, 2015, and taken en 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 Act.

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matter to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to paragraph-7

Our report of even date to the members of Ram Minerals & Chemicals Limited on the accounts of the Company for the year ended on 31st March, 2015

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. a. The Company does not have any fixed assets therefore the company is not required to maintain proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As explained to us, the company does not have any kind of Fixed Assets for the aforesaid period;

II. As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management. In our opinion, having regard to the nature and location of the stocks, the frequency of verification is reasonable.

III. The management has conducted physical verification of inventory at reasonable intervals. The procedures for physical verification of inventories followed by management were reasonable and adequate in relation to size of company and nature of its business;

IV. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification;

V. The Company has granted loans, secured or unsecured to/from Companies, firms or other parties covered in the registers maintained under section 189 of the Act.

VI. The company have taken reasonable steps for recovery of the principal and interest if overdue amount is more than rupees one lakh;

VII. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the sale of services and other requirements. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

VIII. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

IX. The company has not given any guarantee for loans taken by others from bank or financial institutions.

X. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long- term investment,

XI. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders during the financial year,

XII. As Informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

XIII. The company has been registered for a period not less than five years, there are no accumulated losses at the end of the financial year and whether it has not incurred any kind of cash losses in such financial year and in the immediately preceding financial year;

XIV. a. According to the information and explanations given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India;

b. According to the information and explanations given to us and based on the records of the Company examined by us, there sire no dues of Income Tax, Sales Tax, Wealth tax, Service Tax, Custom Duty and Excise Duty which have not been deposited on account of any dispute.

c. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sum does not arise.

XV. The Company does not have any accumulated loss at the end of Financial Year and has not incurred cash losses in the Financial Year and in the immediately preceding Financial Year.

XVI. According to the records of the Company examined by us and as per the information and explanations given to us, the Company has not availed of any loans from any financial institutions or banks and has not issued debentures.

XVII. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institution during the year.

XVIII. In our opinion, and according to the information and explanations given to us, the Company has not raised any term loans during the year.

XIX. During the course our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such Instance by the management.

XX. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For N. Kantan & Associates

Chartered Accountants

CA Rahul Kumar

Partner

Firm registration no.014757C

Membership No. 521099

Delhi

Date: 30/05/2015

---

Mar 31, 2014

We have audited the accompanying financial Statements of ICVL Chemicals Limited ("the Company") which comprise the Balance Sheet as at 31 March 2014, 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 Flow 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") (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/ 2013 dated 13Sepetember issued by the Ministry of Corporate Affairs w.e. f. 12 September, 2013) and in accordance with 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 accompanying 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014 (ii)in the case of the statement of profit and loss, of the profit for the year ended on that date (iii) in the case of the Cash Flow Statement, of the Cash Flow 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"), as amended, 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 the 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/ 2013 dated 13 September issued by the Ministry of Corporate Affairs w.e. f. 12 September, 2013).

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Referred to our Report of even date on the accounts of ICVL Chemicals Ltd. for the year ended 31st March, 2014.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. (a) The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of Trading in Chemicals, Trading in shares and providing Advisory and Consultancy Services. During the year there is no purchase and sale of goods. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is not applicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of inventories and fixed assets and for sale of goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956. (b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning of the section 58 A and 58 AA of the Company Act ,1956 and rules framed there under.

7. According to the information and explainations given to us, there is no formal internal audit system in the company , however in our opinion the company has adequate internal control system commensurate with the size and nature of its business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax, Wealth Tax , Sales Tax , Service Tax, Custom Duty, Excise duty and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months.

10. According to the information and explanation given to us the company has accumulated losses at the end of the financial Year, and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing in or Trading in shares, securities, debentures and other investments.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Act.

19. No Debentures has been issued by the Company during the year.

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

21. To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no fraud on the company has been noticed or reported during the course of our audit.

For J.B.DUDHELA & CO Chartered Accountants FRN : 102777W

PLACE: Mumbai Sd/- DATED: 30/05/2014 (J.B.DUDHELA) Proprietor Memb. No. 035354

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial Statements of ICVL Chemicals Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, 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 Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the. audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date

(iii) in the case of the Cash Flow Statement, of the Cash Flow 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"), as amended, 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 the 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 our Report of even date on the accounts of ICVL Chemicals Ltd. for the year ended 31st March, 2013.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. (a) The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of Trading in Chemicals, Trading in shares and providing Advisory and Consultancy Services. During the year there is no purchase and sale of goods. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is not applicable.

3. The company has not granted/taken any loans, secured or unsecured to/from the companies ,firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) and (d)/(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party. ''

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning of the section 58 A and 58 AA of the Company Act ,1956 and rules framed there under.

7. In our opinion the company has no internal audit system commensurate with the size and nature of it business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax , Wealth Tax , Sales Tax , Custom Duty, Excise duty and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for the period more than six months.

10. According to the information and explanation given to us the company has accumulated losses at the end of the financial Year, and has not incurred cash losses in the financial year and has incurred cash Loss in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not1 applicable to the company. (

14. In our opinion, the company has maintained proper records of transactions and contracts i relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have 1 been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or| financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Act.

19. No Debentures has been issued by the Company during the year.

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

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

For J.B.DUDHELA & CO

Chartered Accountants

FRN 102777W

Sd/-

PLACE: Mumbai (J.B.DUDHELA)

DATE: 24/05/2013 Proprietor

Memb. No. 035354

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. ICVL Chemicals Limited ("the Company") as at 31st March, 2012, Statement of Profit & Loss account of the company for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materials misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order,2003 as amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act 1956 ("the Act"),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 during the course of our audit. We give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. We draw reference to

Note No 1(A) regarding scheme of arrangement U/s 391 to 394 and other applicable provisions of the Companies Act,1956. There was demerger of Chemical Division of the Intellivate Capital Ventures Limited with the company. Pursuant to the scheme of demerger is sanctioned and approved by the Hon'ble High Court of judicature at Bombay on 16th December 2011, and upon filing the said order with Registrar of Companies, with Maharashta on 20th January,2012, the said scheme became effective. The said approved scheme of arrangement has been given effect with effect from Appointed date i.e. April 1, 2011 in these financial statements. Accordingly the Assets & Liabilities of Chemical division of Intellivate Capital Venture Limited are vested and transferred to the company, being Second resultant company at book values on the appointed date i.e. April 1, 2011 and on a going concern basis, in accordance with Section 2(19AA) of the Income Tax Act, 1961.

5. Further to our comments in the Annexure referred to in paragraph 3 in above, 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 appear from our examinations of those books;

c) The Balance Sheet, Statement of Profit and Loss account dealt with by this report are in agreements with the books of account.

d) In our opinion the Statement of Profit and Loss account and Balance Sheet comply with the accounting standards referred to in sub section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received by the company from the Directors, taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012, from being appointed as a Director u/s 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and , give a true and fair view in confirmity with the accounting principles generally accepted in India :

(i) in the case of Balances Sheet, of the state of affairs as at 31st March, 2012.

(ii) in the case of statement of profit and Loss account, of the Loss of the company for the period ended on that date

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the members of ICVL CHEMICALS LTD on the Financial statements for the year ended March 31, 2012.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) The Company has a regular program of physical verification of its Fixed Assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2. (a) As explained to us, the inventory has been physically verified by the management At reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us. The procedures of physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the Physical stocks and the book records were not material.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly clause (iii)(a),(b),(c),(d),(e),(f) and (g) of the order are not applicable. Advances received/paid in temporary Debit/Credit balances with related parties are not considered to be borrowing/lending.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. (a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of 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, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and rules framed there under.

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

8 As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and Cess outstanding as at the 31st March, 2012, for a period more than six months from the date they became payable.

10. The Company has no accumulated losses as at 31st March,2012. The company has incurred cash losses of Rs.41690/- during the period ended under report. This is the first accounting period of the company therefore , there is no cash loss in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to banks and financial institutions during the year.

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

13. The Company is not a chit fund or nidhi/mutual benefit fund/society.

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

17. According to the information and explanations given to us and an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by public issue during the year.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the period ended, nor have we been informed of such case by the management.

For J. B. DUDHELA & CO.

Chartered Accountants

FRN. No.102777W

Sd/-

J. B. DUDHELA

Proprietor

Membership no. 035354

Place: Mumbai

Date : 27-08-2012