Ishan Dyes and Chemicals Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the Standalone Ind AS financial statements of ISHAN DYES & CHEMICALS LIMITED (“the
Company”), which comprise the Standalone Ind AS Balance Sheet as at March 31, 2025, the Standalone Ind AS
statement of Profit and Loss (including other comprehensive income), the Standalone Ind AS statement of Cash Flow,
the Standalone Ind AS statement of changes in equity for the year then ended, and notes to the Standalone Ind AS
financial statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as “ the Standalone Ind AS financial statements”).

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

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act
(SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit
of the Standalone Ind AS Financial Statements section of our report. We are independent of the company in accordance
with the code of Ethics issued by the institute of Chartered Accountants of India together with ethical requirements
that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Companies
Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion on the Standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our
audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

KEY AUDIT MATTER	RESPONSE TO KEY AUDIT MATTER
Financials Asset - Loans - Refer note no. 10 and 11 Standalone Ind AS Financial Statement (Advances recoverable from related party) - The company has extended interest bearing advance of Rs. 867.25 Lacs to Cluster Enviro Private Limited which is the group company.	Our procedures included and were not limited to the following: a. Reviewed the fair valuation of the business of Cluster Enviro Pvt. Ltd. on the basis of independent valuation report provided by the management of the Company along with management representations b. Assessed and tested the valuation methodology and assumptions used by Registered Valuer c. Reviewed the assumptions around the

		cash flow forecast of Cluster Enviro Pvt. Ltd.
	d.	Obtained explanation from management regarding strategic nature of the loan given
	e.	Reviewed the communications made and received from the regulatory authorities in relation to the restarting of the TSDF facility of Cluster Enviro Pvt. Ltd.
	f.	Assessed the present status of the Cluster Enviro Pvt. Ltd. along with potential changes in key variables as compared to the previous years to evaluate the inputs and assumptions used for the recoverability of the said advances also the fair value of the said advances is significantly influenced by the expected pattern of future benefits of the tangible assets of Cluster Enviro Pvt. Ltd.
		Accordingly it has been considered as a key audit matter.
Financials Asset - Loans - Refer note no. 2.1 of Standalone Ind AS Financial Statement (Capital work-in-progress) - The Company has been undertaking a major project for setting up a Sulphuric Acid manufacturing facility for the last two years. The cumulative capital work-in-progress (CWIP) outstanding was ^2,913.04 Lakhs as at 31st March 2024, which has increased to ^7,097.12 Lakhs as at 31st March 2025. This project is a significant investment for the Company and represents a major strategic initiative. The accounting and presentation of expenditure incurred on the project involves management judgment regarding classification between capital and revenue expenditure, allocation of directly attributable costs, and assessment of recoverability of the carrying value. Given the size of the balance and its importance to the future operations of the Company, this area was considered to be a key audit matter.	Our audit procedures included, but were not limited to, the following: • Obtained an understanding of the project, its status of execution, funding arrangements, and management''s plans for commissioning. • Evaluated the Company''s accounting policies with respect to capitalization of costs in accordance with Ind AS 16 Property, Plant and Equipment. • Verified, on a sample basis, the underlying supporting documents such as supplier invoices, work orders, contracts, and payment records to test whether the costs capitalized are directly attributable to the project. • Assessed management''s process of identification and segregation of indirect / administrative expenses not eligible for capitalization. • Reviewed the progress reports, approvals from regulatory authorities, and correspondence with vendors / contractors to assess the stage of completion. • Evaluated the adequacy of disclosures in the financial statements relating to the capital work-in-progress and project status.

Based on the above procedures, we found the capitalization of costs and the related disclosures to be reasonable.

Information Other than the Standalone Ind AS Financial Statements and Auditor''s Report Thereon

The Company''s management and the 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
Ind AS financial statements and our auditor''s report thereon. The Annual report is expected to be made available to
us after the date of this auditors report.

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

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the Standalone Ind AS financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is material
misstatement therein, we are required to communicate the matter to those charged with governance and take
necessary actions, as applicable under the relevant laws and regulations.

Management’s and the Board of Director''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these Standalone Ind AS 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 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 Ind AS
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the Standalone Ind AS financial statements, the Management and the Board of Directors are 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 Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternate but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit concluded
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 aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these
Standalone Ind AS financial statements.

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

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

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

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

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

However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Ind AS financial statements of the current year and are therefore the key
audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal & Regulatory Requirements

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

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

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as
appears from our examination of those books;

c the Standalone Ind AS balance sheet, the Standalone Ind AS statement of profit and loss (including other
comprehensive income), the Standalone Ind AS statement of changes in equity and the Standalone Ind
AS statement of Cash Flow dealt with by this Report are in agreement with the books of account;

d in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified
under section 133 of the Act, read with relevant rule issued thereunder;

e. On the basis of written representation received from the directors, as at 31st March 2025 and taken on
record by the Board of Directors, we report that none of the directors is disqualified as on 31st March
2025 from being appointed as a director in terms of Section 164(2) of the Companies Act 2013;

f With respect to the adequacy of the internal financial controls with reference to financial statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure
B”.

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

a. Details of pending litigation is provided in Note 39 forming part of audited financial
statement;

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

c. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company

d. (i) The Management has represented that, to the best of its knowledge and belief, other
than as disclosed in note 62 to the Standalone Ind AS financial statements, 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 persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)
by or on behalf of the company or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its knowledge and belief, other than
as disclosed in note 63 to the Standalone Ind AS financial statements, no funds have been
received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to

believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any
material mis-statement.

e. During the year, the Company has neither declared nor paid any dividend hence it is not
applicable.

f. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account for the financial year ended March 31, 2025,
which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software except inventory
records which is maintained manually due to limitation of accounting software attributable
to complex nature of manufacturing process of the company. Further, during the course of
our audit we did not come across any instance of the audit trail feature being tampered
with.

Further, where audit trail (edit log) facility was enabled and operated throughout the year
for the accounting software, we did not come across any instance of the audit trail feature
being tampered with. Additionally, where audit trail (edit log) facility was enabled and

operated in the previous year, the audit trail has been preserved by the Company as per
the statutory requirements for record retention.

3. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/payable by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be
commented upon by us.

For A R Sulakhe & Co. Chartered Accountants

FRN No. : 110540W
Sd/- Jyoti Jain
M. No.:178761
UDIN: 25178761BMOBZX9978

Date: 28^th May, 2025
Place: Ahmedabad

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Mar 31, 2024

We have audited the Standalone Ind AS financial statements of ISHAN DYES & CHEMICALS LIMITED (“the Company”), which comprise the Standalone Ind AS Balance Sheet as at March 31, 2024, the Standalone Ind AS statement of Profit and Loss (including other comprehensive income), the Standalone Ind AS statement of Cash Flow, the Standalone Ind AS statement of changes in equity for the year then ended, and notes to the Standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “ the Standalone Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the company in accordance with the code of Ethics issued by the institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTER	RESPONSE TO KEY AUDIT MATTER
Financials Asset - Loans - Refer note no.9 of Standalone Ind AS Financial Statement (Advances recoverable from related party) -	Our procedures included and were not limited to the following: Reviewed the fair valuation of the business of

The company has extended interest bearing advance of Rs. 1163.45 Lacs to Cluster Enviro Private Limited which is the group company.	Cluster Enviro Pvt. Ltd. on the basis of independent valuation report provided by the management of the Company along with management representations
	Assessed and tested the valuation methodology and assumptions used by Registered Valuer
	Reviewed the assumptions around the cash flow forecast of Cluster Enviro Pvt. Ltd.
	Obtained explanation from management regarding strategic nature of the loan given
	Reviewed the communications made and received from the regulatory authorities in relation to the restarting of the TSDF facility of Cluster Enviro Pvt. Ltd.
	Assessed the present status of the Cluster Enviro Pvt. Ltd. along with potential changes in key variables as compared to the previous years to evaluate the inputs and assumptions used for the recoverability of the said advances also the fair value of the said advances is significantly influenced by the expected pattern of future benefits of the tangible assets of Cluster Enviro Pvt. Ltd.
	Accordingly it has been considered as a key audit matter.

Information Other than the Standalone Ind AS Financial Statements and Auditor''s Report Thereon

The Company''s management and the 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 Ind AS financial statements and our auditor''s report thereon. The Annual report is expected to be made available to us after the date of this auditors report.

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

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is material misstatement therein, we are required to communicate the matter to

those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Management''s and the Board of Director''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the state of affairs, loss 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 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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS financial statements, the Management and the Board of Directors are 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternate but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit concluded 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

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

Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143 (3) (i) of the Act, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial controls with reference to Standalone Ind AS financial statements in place and the operating effectiveness of such controls.

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

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

However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Report on Other Legal & Regulatory Requirements

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

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

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Standalone Ind AS balance sheet, the Standalone Ind AS statement of profit and loss (including other comprehensive income), the Standalone Ind AS statement of changes in equity and the Standalone Ind AS statement of Cash Flow dealt with by this Report are in agreement with the books

of account;

d. in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under section 133 of the Act, read with relevant rule issued thereunder;

e. On the basis of written representation received from the directors, as at 31st March 2024 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2024 from being appointed as a director in terms of Section 164(2) of the Companies Act 2013;

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. Details of pending litigation is provided in Note 38 forming part of audited financial statement;

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

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

iv. (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note 61 to the Standalone Ind AS financial statements, 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note 62 to the Standalone Ind AS financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v. During the year, the Company has neither declared nor paid any dividend hence it is not applicable.

Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except inventory records which is maintained manually due to limitation of accounting software attributable to complex nature of manufacturing process of the company. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

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

For A R Sulakhe & Co. Chartered Accountants FRN No. : 110540W Sd/-Jyoti Jain M. No.:178761 UDIN: 24178761BKAKUV8354

Date: 30^th May, 2024 Place: Ahmedabad

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Mar 31, 2023

We have audited the standalone financial statements of Ishan Dyes & Chemicals Limited (''the Company''), which comprisealdiresiBaihahce Sheet as at March Bj 2023, the standalone statement of Profit and Loss (including other comprehensive income), the sitHtdamnid of Cash Flow, the standalone statement of changes in equity for the year then ended, and notes to the standalone financial snatuiiinmta , summary of significantaccounting policies and other explanatory information (hereinafter referred to as ''the standalone finsnnM'' )state

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalaneittanetnents give the information required by the Companies Act, 20B (''the Act'') in the manner so required and give a true and fair viowminycwith the accounting principles generally accepted in India, of the state of affairs of theCompany as at March Bj 2023, the loas comlptathensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section 43(0) of the Act (SAs). Qsmbiriese® under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial StMtEmeinursBeport. We are independent of the company in accordance with the code of Ethics issued by the institute of Chartered Accoulitalhsget)helmWith ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of talAQon0jBnlmd the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements ancftEe KCadeWe believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the stanh®liale;tfamements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of telFS[tahdallontatements of the current period. These matters were addressed in the context of our audit of the Standalone Financial StatenientmdsLni Miming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTER

RESPONSE TO KEY AUDIT MATTER

Financials Asset - Loans - Refer note no.9 of Standalone Financial Statement(Advances recoverable from related party) - The company has extended interest bearing advance of Rs. 1071.26 Lacs to Cluster Enviro Private Limited which is the group company.

Our procedures included and were not limited to the following: a. Obtained the fair valuation of the business of Cluster Enviro Private Limited from an independent Registered Valuer. b. Assessed and tested the valuation methodology and assumptions used by Registered Valuer. c. Obtained explanation from management regarding strategic nature of the loan given. d. Reviewed the MOU entered between Cluster Enviro Private Limited and its prospective investor / buyer.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s management and the Board of Directors are responsible for the other information. The other informatidihcdnfjmiiHiaa ion included in the company''s annual report but does not include the standalone financial statements and our auditorsErepsnt TberAnnual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any foEnscmfiornsliusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other inforrfiiedbnboVEnWhen it becomesavailable and, in doing so, consider whether the other information is materially inconsistent with the standalone sftktannents, or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the annual report,linf:lavehiai)nthere is material misstatement therein, we are required to communicate the matter to those charged with governance and take tiens; sarypplicable under the relevant laws and regulations.

Managements and the Board of Director''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors are responsible forthe matters stated in Section B4(5) of the Companies Act, 20B (wtteiAetpect to the preparation of these Standalone Financial Statements that give a true and fair view of thestate of affairs, loss andMnerveO:rIebme, changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indinginhlndndian Accounting Standards (Ind AS) specified under SectionB3 of the Act. This responsibility also includes maintenance ofac^!!^^ records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing aifd datiecamg other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are Eeandrpbldent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensaeeilll:|2ath and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statement 1 rtha and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and the Board of Directors are responsible for asompingishsbCity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern 1®!®!!!!; unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternate but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements are free from rtialeme4lmwisether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high lEanCaDibu^s su not a guarantee that an audit concluded in accordance with SAs will always detect a material misstatement when it exists. Wtsi scEt:ra.taa^hsan from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to infloeDreentie^decisions of users taken based on these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism tlfreiiaghoiutWe are also:

* Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fr:fc:B0DlVianeblmayDir forgery, intentional omissions, misrepresentations, or the override of internal control.

* Obtain an understanding of internal control relevant to the audit to design audit procedures that are appiopiiateri]BtalneaeirCilnder section 43 (3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequat tfiminEmll controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related sEmskdeuby Management and the Board of Directors.

* Conclude on the appropriateness of Management and the Board of Directors use of the going concern basis of accounting on dhas audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifinabhadoiibtipanysE ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw atuen4iiditoisE report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to opinMn. ouur conclusions are based on the audit evidence obtained up to the date of our auditorsEreport.

* However, future events or conditions may cause theCompany to cease to continue as a going concern.

* Evaluate the overall presentation, structure and content of the standalone financial statements, including the disdlosheteseiarthe standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requiremenjlsiinigamHence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence. applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most sigthfiaunicte (in the standalone financial statements of the current year and are therefore the key audit matters. We describe these nraiilterssEilrepiDirtamless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine ehathauikihnot be communicated in our report because the adverse consequences of doing so would reasonably beexpected to outweigh the pubis! hsteefits of such communication.

Report on Other Legal & Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of IndiaifrBub-mstion

(!) of section 43 of the Act, we give in the ''Annexure A'' a statement on the matters specified in paragraphs 3 and rdf ,thsi tOe extent applicable.

2 As required by Section 43(3) of the Act, we report that:-

a. We have sought and obtained all the information and explanations, which to the best of our knowledge and belief wereynfemestsar purpose of ouraudit.

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from ouioexomthfifee books.

c. the standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), thnesfcantiahent of changes in equity and the standalone statement of Cash Flow dealt with by this Report are in agreement with the books of accoun

d. in our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under section B3 of eddi with, relevant rule issued thereunder.

e. On the basis of written representationreceived from the directors, as at 3bt March 2023 and taken on record by t]DiEeitlEEso^We report that none of the directors is disqualified as on 3bt March 2023 from being appointed as a director in terms 6f2S ecttoie Companies Act 203.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company atnnlgthe effectiveness of such controls, refer to our separate Report in Annexure Bo

g. In our opinion, the managerial remuneration for the year ended March 3) 2023, has been paid / provided by the CompaidireotilsEs in accordance with the provisions of section 97 read with Schedule V to the Act;

h. With respect to the other matters to be included in the AuditorsEReport in accordance with Rule H of the Companiern(lAudilttfflrs)

Rules, 20)4, in our opinion and to the best of our information and according to the explanations given to us:

i. Details of pending litigation is provided in Note 36 forming part of audited financial statement.

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

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

l. (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note S&daicth;e st

financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premiumerr any otl

sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (''Intermrtdialilies''), understanding, whether recorded in writing or otherwise, that the Intermediaryshall, directly or indirectly lend othenveslrirans or entities identified in any manner whatsoever (''Ultimate Beneficiaries'') by or on behalf of the company or provide tey guaran security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note 59Mothe stan financial statements,no funds have been received bythe Company from any persons orentities, including foreign entitiesg (Fundin Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indifectiyvfesh

in other persons or entities identified in any manner whatsoever (Ultimate Beneficiaries) by or on behalf of the Fukdiiig Part provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come taecthalnhtis caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 1(e) contain any material misstatement.

m. During the year, the Company has neither declared nor paid any dividend,hence it is not applicable.

n. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 20B for maintaining books of account using accounting softwarehwhich feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. kt April 2023, and accordingltingeporler Rule 1(g) of Companies (Audit and Auditors) Rules, 204 is not applicable for the financial year ended 3kt March 2023.

For A R Sulakhe & Co.

Chartered Accountants

Date: 29th May 2023 SD/-

Place: Ahmedabad CA Jyoti Jain

UDIN: 23178761BGXNSZ6251 Partner

FRN No.: 110540W M No.: :178761

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Mar 31, 2018

The Independent Auditors’ Report on the Standalone Financial Statements of ISHAN DYES & CHEMICALS LIMITED

(Referred to in paragraph 1 (f] under ''Report on Other Legal and Regulatory Requirements’ of our report of even date) REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i) OF SUBSECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of ISHAN DYES & CHEMICALS LIMITED ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") 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

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and whether such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and payments 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 our opinion, to the best of our information and according to the explanations 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.

Annexure"B"

Independent Auditors'' Report on the Standalone Financial Statements of ISHAN DYES & CHEMICALS LIMITED

(Referred to in paragraph 2, under ''Report on Other Legal and Regulatory Requirements’ section of our Report of even date)

Annexure to the Independent Auditors'' Report of even date to the members of Ishan Dyes & Chemicals Ltd. on the financial statements for the year ended 31^st March 2018.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(iii) In respect of fixed assets:

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

b. As Explained to us, all the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies between book records and the physical inventories have been noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(iv) In respect of inventories:

a. The inventories have been physically verified at reasonable intervals by the management.

b. 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 per the information and explanation given to us, no material discrepancies were noticed on physical verification.

(v) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the Order is not applicable to the Company.

(viii] On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1] of section 148 of the Companies Act, 2013 in respect of products of the Company* covered under the rules under said section have been made and maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

(ix] In respect of statutory dues:

a. According to the information and explanations give to us, the Company in general is regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Goods and Service Tax, Cess and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2018 for a period of more than six months from the date of becoming payable

b. The details of the dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited as on March 31, 2018 on account of disputes in case of Ishan Dyes & Chemicals Limited are given below:

Name of the Statue	Nature of dues	Amount (in Rs.)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act	Notice for short deduction/ payment of TDs and interest thereon	1,03,119	AY 2017-18, AY 2016-17 and prior years.	TDS Authority
Commercial Tax	CST Penalty	21,949	FY 2011-12	DEO for Appeal JC Office
Commercial Tax	VAT Penalty	1,21,050	FY 2011-12	DEO for Appeal FC Office

(x] In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and Government and dues to debenture holders.

(xi] In our opinion and according to the information and explanations given to us, monies raised by way of debt instruments and the term loans during the year have been applied by the Company for the purposes for which they were raised.

(xii] In our opinion and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

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

(xiv) The Company is not a Nidhi Company and hence reporting under clause (xii) of Paragraph 3 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us the Company''s transactions with its related party are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xvi) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of Paragraph 3 of the Order is not applicable to the Company.

(xvii) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence reporting under clause (xv) of Paragraph 3 of the Order is not applicable to the Company.

(xviii) In our opinion and according to information and explanations provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Date: 29^th May, 2018 For G.S. Mathur & Co.

Place: Ahmedabad Chartered Accountants

CA. Bhargav Vaghela

Partner

M. No: 124619

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Mar 31, 2016

1. REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of SHAN DYES & CHEMICALS LIMITED [ "the Company)which comprise the Balance Sheet as at March 31, 2016, the Profit and Loss Statement and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

2. MANAGEMENT S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5] of the Companies Act, 2013 ("The Act") with respect to the preparation of these 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 principles generally accepted in India, including Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 [as amended}.

This responsibility also includes maintenance of adequate accounting records in Accordance with the provisions of the Act; safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent: and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. AUDITORS'' RESPONSIBILITY

a. Guru responsibility is to express an opinion on these standalone financial statements based on our audit.

b. 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 and the Order under section 143 [11) of the Act.

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

d. 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether [Jut: to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the standalone financial statements.

c. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for per audit opinion on the standalone financial statements.

4. OPINION

In our opinion and to the best of our information anti according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143 (3) of the Act, we report that-

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by taw have been kept by the Company so far as it appears from our examination of those books.

C. The Balance Sheet, the Profit and Loss Statement, and the Cash Plow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, tin? Statement of Profit and LOSS, and the Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts | Rules, 2014 as amended).

e. On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March. 2016 from being appointed as a director m terms of Section 164 (2) of the Act.

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

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

[i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 31.

(ii)The Company did not have any long-term contracts including derivative contracts which lead to foreseeable losses;

iii) The Company does not have any tines that are required to he transferred to the Investor Education and Protection Fund.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the

Central Government In terms of Section 143(11] of the Act, we give in "Annexure Bstatement on the matters specified in paragraphs 3 and 4 of the Order.

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORT! NC UNDER CLAUSE (i) OF SUBSECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of ISHAN DVES & CHEMICALS LIMITED ("the Company") as of March 31, 2016 in conjunction With our audit of [he 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 (she "Guidance Note'''') 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 its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s Internal financial controls over reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10] of the Companies Act, 20 15, to the extent applicable to an audit of internal financial controls. Those standards and the Guidance Noël require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether internal financial controls over financial reporting was established and maintained and if Such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists, and resoling 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.

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial regarding 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 rind dispositions of the assets of the company; (2) provide reasonable assurance that transactions arc recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and payments of the company are being made only in accordance with authorizations if 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 our opinion, to the best of our information and according to the explanations 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, 2016. 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.

Annexure to the Independent Auditors'' Report of even date to the members of Ishan Dyes & Chemicals Ltd. on the financial statements for the year ended 31^stMarch 2016.

based on the audit procedures performed for the purpose of reporting a trite and fair view on the financial statements of the Company and taking into consideration tike information and explanations given to us and the books of account and Other records examined by US in the normal course of audit, we report that:

I. In respect of fixed assets:

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

(b) As Explained to us, all the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies between book records and the physical inventories have been noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets,

II. In respect of inventories :

(a) The inventories have been physically verified at reasonable intervals by the management.

[II) 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 per the information and explanation given to us, no material discrepancies were noticed on physical verification

III. The company has mil granted any loans, secured or unsecured lo companies firms, limited liability partnerships (LLPs) or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clauses 3(iii) [a], 3(iii) b] and 3{iii) (c) of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities.

According to the information and explanation given to us the company has not accepted any deposit from the public within the meaning of section 73to 76 of the Act and the companies Act (Acceptance of deposits) Rules 2014 (as amended) Therefore the provisions of clause (v)of paragraph 3 of the order are not applicable to the company.

vi. on the basis of records government under sub section (1) of section 148 of the companies Act 2013 in respect of products of the company covered under the rules under said section out any detailed examination of such accounts and records.

vii. According to the information and explanations give to us, the Company in general is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, CASs and other material statutory dues with the appropriate authorities. According to the Information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2016 fore period of more than six months from the date of becoming payable

[b) The dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax and Cass which have not been deposited as on March 31,2016on account of disputes are given below:

Name of the Statue	Nature of dues	Amount (Rs. in lacks)	Period to which the u mount relates	Forum where dispute is pending
Income Tax Act	Penalty u/s 271 (1) (b)	Not determined	AY 2011-12	DCIT, Circle-3, Baroda
Income Tax Act		4.92

VIII. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or harrowing to financial institutions, banks and Government and dues to debenture holders.

IX. In our opinion and according to the information and explanations given to us, monies raised by way of debt instruments and the term loans during The year have been applied by the Company for the purposes for which they were raised.

X. In our opinion and according to the information and explanations given to us, no material fraud by the Co top any or on the Company by its officers or employees leas been noticed or reported during the year.

XI. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of sec Lion 197 read with Schedule V to the Companies Act, 2013.

XII- The Company is not a Nidhi Company and hence reporting under clause (xii) of Paragraph 3 of the Order is not applicable,

XIII. In our opinion and according to the information and explanations given to as the Company''s transactions with its related party are in compliance with Sections 177 and I 88 of the Companies Act, 2013, where applicable, and details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

XIV. During the year the Company has not made any preferential allotment or private pi a cement of shares or fully or partly convertible debentures anti hence reporting tinder clause (xiv) of Paragraph 3 of the Order is not applicable to the Company,

XV. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with is directors or persons Connect™ with him and hence reporting Under clause (xv) of Paragraph 3 of the Order is not applicable to the Company.

XVI. In our opinion and according to information and explanations provided to us, the Company is not required To be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Date: 20/05/2016 For GS. Mathur & Co.

Place: Ahmadabad Chartered Accountants

CA. Bhargav Vagheta

Partner

M.No:124619

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Mar 31, 2015

We have audited the accompanying financial statements of Ishan Dyes & Chemicals Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's responsibility for the Financial Statement

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

a. Our responsibility is to express an opinion on these financial statements based on our audit.

b. 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.

c. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

d. 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

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

4. Opinion

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

5. Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so faras appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Companies Act,2013 read with the Rule 7 of the Companies (Accounts) Rules, 2014(as amended);

e. On the basis of the written representations received from the directors as on March 31, 2015, 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 164(2) of the Act;

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

(i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in note no. 31 ;

(ii) the Company did not have any long-term contracts including derivative contracts which may lead to foreseeable losses;

(iii) the Company does not have any dues that are required to be transferred to the Investor Education and Protection Fund.

Annexure to the Independent Auditors' Report of even date to the members of Ishan Dyes & Chemicals Ltd. on the financial statements for the year ended 31st March 2015.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

I. In respect of 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 between book records and the physical inventories have been noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

II. In respect of inventories :

(a) The inventories have been physically verified at reasonable intervals by the management.

(b) 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 per the information and explanation given to us, no material discrepancies were noticed on physical verification

III. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets, purchase of inventory and sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the company to correct major weakness in internal control system.

V. The company has not accepted any deposits under the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under and as such the question of compliance under the Companies Act or any other directives or orders does not arise.

VI. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 in respect of products of 'the company' covered under the rules under said section have been made and maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

VII. In respect of statutory dues:

(a) According to the information and explanations give to us, the Company in general is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable

(b) The dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes are given below:

Name of the Statue Nature of dues Amount (Rs. in Lacs)

Income Tax Act Penalty u/s Not determined 271 (1) (b)

Income Tax Act Short payment 4.92 and Interest u/s 201(1A)

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

Income Tax Act AY 2011-12 DCIT, Circle-3, Baroda

Income Tax Act AY 2015-16 ITO (TDS)- Anand

(c) There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

VIII. The Company does not have any accumulated cash losses at the end of the financial year and has not incurred cash losses in the current and the immediately preceding financial year.

IX. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or a bank or to debenture-holders during the year.

X. The Company has not given guarantees for loans taken by others from banks and financial institutions.

XI. In our opinion, the Company has applied the term loans for the purposes they were obtained when specified.

XII. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: Ahmedabad For, G S MATHUR & CO Date: 9th May, 2015 Chartered Accountants Bhargav Vaghela Partner Membership No.124 619 F.R.N.: 008744N

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Mar 31, 2014

We have audited the attached Balance Sheet of ISHAN DYES & CHEMICALS LIMITED, as at March 31st, 2014, and the related profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management Our responsibility is to express an opinion on these financial statements based on our audit

2. Management''s responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India Including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ["the Act") read with the General Circular dated 13th September,2013 of the Ministry of Company Affairs in respect to Section 133 of the Companies Act,2013 . 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.

3. Auditors'' 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 misstatements. 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, die 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b] In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. 5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ["the Order"] issued by the Centra J Government of India in terms of Section 227(4A) 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; the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) in our opinion, the Balance Sheet the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Companies Actl956 read with the General Circular dated 13th September^013 of the Ministry of Company Affairs in respect to Section 133 of the Companies Act,20l3;

(e) On the basis of the written representations received from the directors as on March 31, 2014, 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 274(1] (g) of the Act

Atmexure to the Auditors'' Report: Re: lshan Dyes & Chemicals Limited Referred to in paragraph 3 of our Report of even date,

1. In respect of its fixed assets:

[a) The company has maintained proper records showing plant wise particulars giving d eta Us and situation of fixed assets on the basis of available information.

[h] As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us, no material discrepancies were noticed on such physical verification.

fc) In our opinion, the Company has not disposed of a substantial part of Its fixed assets during the Year and the going concern status of the Company is not affected

2. In respect of its inventories:

[a) The inventory has been physically verified during the Year by the management. In our opinion, the frequency of verification is reasonable.

[b) The procedures of Physical verification of Inventory 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 is maintaining proper records of inventories. As explained to us, there was no material discrepancies noticed on verification of Inventories as compared to the book records.

3. In respect of the loans, secured, or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the registered maintained under section 301of the companies act, 1956:

(a) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the companies Act* 1956. Therefore, in respect of the said Loans, the maximum amounts outstanding at any time during the year is Rs. 37.67 lacs and the year ended balance is NIL.

[bj In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by die Company or whether they are prima facie prejudicial to die interest of die company.

(c) Since no unsecured loan is there as mentioned in point no. [a) Above, there are no stipulations for payment of interest or repayment of principal. Further, there is no question of outstanding of loan taken as on 31" March, 2014; the question of overdue amount of loan taken from parties listed in the register maintained under section 301 of die Companies Act, 1956 does not arise. Since the outstanding amount as on 31st March, 2014 is NIL die requirements of clause (m) [d) of paragraph 4 of die order are not applicable-

(dj The Company has given unsecured loans to parties covered in the register maintained under section 301 of the companies Act, 1956. fn respect of the said loans, the maximum amounts outstanding at any time during the year are Rs. NIL and the year- end balance is NIL.

(ej The company has not taken any loan during the year from the companies/firms or other parties covered under register maintained under section 301 of the companies Act, 19S6.

(f) There are no stipulations for repayment of principal. There being no outstanding of loan given as on 31s* March, 2014, the question of overdue amount of loan given to parties Listed in the register maintained under section 301 of the Companies Act 1956 does not arise. Since the outstanding amount as on 31"'' March, 2014 is NIL the requirements of clause (iii) (gj of paragraph 4 of the order are not applicable.

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

5. In respect of the contracts or arrangements referred to in section 301 of the companies act, 19S6:

[a) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements that need to be entered in the register maintained under Sec.301 of the Companies Act, 1956 have been so entered.

(h) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements, entered in the register maintained under Sec.301 of the Companies Act, 1956 and exceeding the value of Rs.5.00 lacs in respect of each party during the Year have been made at prices which appear reasonable as per information available with the company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies [Acceptance of Deposits] Rules, 1975 with regard to the deposits accepted from the public However, company has not accepted any term deposits from public. Company has taken unsecured Loans from friends and relatives of directors. All such loans have been repaid and outstanding amount as on 31£tMarch, 2014 is NIL.

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

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

9, In respect of statutory dues:

(a) According to records of the company, undisputed statutory dues including Provident Fund, Income-tax, VAT, CSTj Service tax, custom duty, excise duty, cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than 6 months from the date of becoming payable.

(b) According to information and explanation given to us, old outstanding statutory undisputed dues are nil.

(c) The disputed statutory dues on account of disputed matters pending before appropriate authorities as under:

Period to Sr. Name of the Nature of Amount which the No Statue the dues amount relates

1 Income Tax Act Penalty u/s Not AY 2011-12 271 [11 [b] determined



Name of the Statute Forum where dispute is pending

Income Tax Act DC1T, Circle-3, Baroda



10. The company has made profits during the period covered by our audit and in the immediately preceding the financial year. The Company has not incurred cash losses during the financial year covered by the audit and In the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

During the previous year, in case of Term Loans from C.N.S. Bank Limited, the Company received a settlement order dated 16/07/12 under "one time settlement scheme'' determining Liability of Rs.495.4l Lacs [as against book liability of Rs. 143-62 Lacs] to be settled by July''13. The Company has discharged the entire liability during the year under review. The Company has also received No Due Certificate from CNS.Bank dated Sth April, 2014.

12. In our opinion and according to the explanation given to us and based on the information available, 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 hind or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiiQ of paragraph 4 of the order are not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 [xiv) of paragraph 4 of the order are not applicable.

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

16. The company has not obtained term loans during the year.

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

18. According to the information and explanations given to us, 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 during the Year.

19. According to the information and explanations given to us. the Company had not issued any Secured Debentures during the year.

20. The Company has not raised any money hy way of public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Place: Ahmedabad Date: 30th May, 2014

For GS MATHUR & CO Chartered Accountants

Bhargav Vaghela Partner Membership No .12 4 619 F.R.N.: 008744N

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Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis evidence supporting the amounts and disclosure in the financial statement presentation. 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 (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our opinion in the Annexure referred to above, we reported 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Profit & Loss account and Balance Sheet of the Company dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representation received from the Directors, as on 31th March, 2012 and taken on record by the Board of Directors, we reported that none of the Directors is disqualified as on 31th March, 2012 from being appointed as a Director in terms of clause (g) of Sub- section (1) of Section 274 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 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31th March, 2012.

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

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

Annexure to the Auditors'' Report:

Re: Ishan Dyes & Chemicals Limited

Referred to in paragraph 3 of our Report of even date,

1. In respect of its fixed assets:

(a) The company has maintained proper records showing plant wise particulars giving details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us, no material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of a substantial part of its fixed assets during the Year and the going concern status of the Company is not affected

2. In respect of its inventories:

(a) The inventory has been physically verified during the Year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of Physical verification of Inventory 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 is maintaining proper records of inventories. As explained to us, there was no material discrepancies noticed on verification of inventories as compared to the book records.

3. In respect of the loans, secured, or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the registered maintained under section 301of the companies act, 1956:

(a) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the companies Act, 1956. In respect of the said loans, the maximum amounts outstanding at any time during the year is Rs. NIL lacs and the year ended balance is NIL.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the company.

(c) There are no stipulations for payment of interest or repayment of principal. There being no outstanding of loan taken as on 31st March, 2012, the question of overdue amount of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 does not arise. Since the outstanding amount as on 31st March, 2012 is NIL the requirements of clause

(iii) (d) of paragraph 4 of the order are not applicable.

(d) The Company has given unsecured loans to parties covered in the register maintained under section 301 of the companies Act, 1956. In respect of the said loans, the maximum amounts outstanding at any time during the year are Rs. 29.40 Lacs and the year-end balance is NIL.

(e) The company has not taken any loan during the year from the companies/firms or other parties covered under register maintained under section 301 of the companies Act, 1956.

(f) There are no stipulations for repayment of principal. There being no outstanding of loan given as on 31st March, 2012, the question of overdue amount of loan given to parties listed in the register maintained under section 301 of the Companies Act, 1956 does not arise. Since the outstanding amount as on 31st March, 2012 is NIL the requirements of clause (iii) (g) of paragraph 4 of the order are not applicable.

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

5. In respect of the contracts or arrangements referred to in section 301 of the companies act, 1956:

(a) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements that need to be entered in the register maintained under Sec.301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements, entered in the register maintained under Sec.301 of the Companies Act, 1956 and exceeding the value of Rs.5.00 lacs in respect of each party during the Year have been made at prices which appear reasonable as per information available with the company.

6. In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. However, company has not accepted any term deposits from public. Company has taken unsecured loans from friends and relatives of directors. All such loans have been repaid and outstanding amount as on 31st March, 2012 is NIL.

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

8. We have broadly reviewed cost records maintained by the Company pursuant to Companies (Cost Accounting) Records, Rules 2011 prescribed by the Central Government u/s 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have ,however, not made the detained examination of the Cost Records with a view to determine whether they are accurate of complete.

9. In respect of statutory dues:

(a) According to records of the company, undisputed statutory dues including Provident Fund, Income-tax, VAT, CST, Service tax, custom duty, excise duty, cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than 6 months from the date of becoming payable.

(b) According to information and explanation given to us, old outstanding statutory undisputed dues are nil.

(c) The disputed statutory dues aggregating Rs.1.95 Lacs that have been deposited on account of disputed matters pending before appropriate authorities as under :

Sr No Name of the Nature of Amount Period to Forum where Statue the dues (Rs. in which the dispute is Lacs) amount pending relates

1 Income Tax Regular 1.95 AY 2006-07 CIT (Appeal), Act Demand Baroda u/s 115 JB

10. The company has accumulated losses at Year ending 31st March'' 2012. However, the company has made profits during the period covered by our audit and in the immediately preceding the financial year.

11. In case of Term Loans from C.N.S. Bank Limited, the Bank had recalled the entire Term Loan for repayment and had filed Civil Suite for recovery of Rs.541.32 Lacs. As explained to us and records produced before us, the suit for recovery is dismissed by lower Authority and the matters are pending before Tribunal.

In case of term loan of C.N.S. Bank Ltd., It has been informed to us that Government of Gujarat has notified scheme for one time settlement of outstanding loans vide notification number NSB/12/2005/M97/C DT. 19/5/2010. It is affirmed by the Board that the company is eligible under the scheme and has filed necessary application as per the scheme.

12. In our opinion and according to the explanation given to us and based on the information available, 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 a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of paragraph 4 of the order are not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of paragraph 4 of the order are not applicable.

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

16. The company has not obtained term loans during the year.

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

18. According to the information and explanations given to us, 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 during the Year.

19. According to the information and explanations given to us, the Company had not issued any Secured Debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Place: Ahmedabad

Date: 29th May, 2012

For A R Pandhi & Associates

Chartered Accountants

Bhargav Vaghela

Partner

Membership No.124 619

F.R.N.: 118057W

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Mar 31, 2011

1. We have audited the attached Balance Sheet of ISHAN DYES & CHEMICALS LIMITED, as at March 31, 2011, and the related profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis evidence supporting the amounts and disclosure in the financial statement presentation. 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 (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

- Further to our opinion in the Annexure referred to above, we reported 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Profit & Loss account and Balance Sheet of the Company dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representation received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we reported that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of Sub- section (1) of Section 274 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 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

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

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

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

Annexure to the Auditors' Report:

Re: Ishan Dyes & Chemicals Limited

Referred to in paragraph 3 of our Report of even date,

1. In respect of its fixed assets:

(a) The company has maintained proper records showing plant wise particulars giving details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us, no material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of a substantial part of its fixed assets ' during the year and the going concern status of the Company is not affected

2. in respect of its inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of Physical verification of Inventory 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 is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on verification of inventories as compared to the book records.

(3) In respect of the loans, secured, or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the registered maintained under section 301 of the companies act, 1956:

(a) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the companies Act, 1956. In respect of the said loans, the maximum amounts outstanding at any time during the year is Rs.56.74 lacs and the year end balance is NIL.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the Company, are not prima pacie prejudicial to the interest of the company.

(c) There are no stipulations for payment of interest or repayment of principal. There being no outstanding of loan taken as on 31st March 2011, the question of overdue amount of loan taken from parties listed in the register maintained under section 301 of the Companies Act 1956 does not arise. Since the outstanding amount as on 31st March 2011 is NIL the requirements of clause (iii) d of paragraph of the order are not applicable.

(d) The Company has given unsecured loans to parties covered in the register maintained under section 301 of the companies Act, 1956. In respect of the said loans, the maximum amounts outstanding at any time during the year is Rs.103.72 lacs and the year end balance is NIL.

(e) The loans given to parties covered in the register maintained under section 301 of the companies Act, 1956 were given free of interest.

(f) There are no stipulations for repayment of principal. There being no outstanding of loan given as on 31st March 2011, the question of overdue amount of loan given to parties listed in the register maintained under section 301 of the Companies Act, 1956 does not arise. Since the outstanding amount as on 31st March 2011 is NIL the requirements of clause (iii) (g) of paragraph 4 of the order are not applicable.

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

5. In respect of the contracts or arrangements referred to in section 301 of the companies act,

(a) In our opinion, and according to the information and explanations given to us, the Transaction made in pursuance of contracts or arrangements that need to be entered in the register maintained under Sec.301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements, entered in the register maintained under Sec.301 of the Companies Act, 1956 and exceeding the value of Rs.5.00 lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. In cur opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and :he Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. However, company has not accepted any term deposits from public. Company has taken unsecured loans from friends and relatives of directors. All such loans have been repaid and outstanding amount as on 31st March 2011 is NIL.

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

8. As per the Rules made by the Central Government for the maintenance of cost records under r-.-;::;n 209(1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the company, the products of the company are not covered under the rules and hence the company is not required to maintain the books and other items of cost. However, company has maintained records for consumption of raw materials and production of finished goods. we have broadly reviewed such records and have not carried out detailed examination of such records.

9. In respect of statutory dues:

(a) According to records of the company, undisputed statutory dues including Provident Fund, Income-tax, VAT, CST, Service tax, custom duty, excise duty, cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than 6 months from the date of becoming payable.

(b) According to information and explanation given to us, old outstanding statutory undisputed dues are nil.

C) The disputed statutory dues aggregating Rs.1.95 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. Name of the Nature of Amount Period to which Forum where No. Statute the Dues (Rs in Lacs) the amount dispute is relates pending

1. Income Tax Regular 1.95 A.Y.2006-07 CIT Act demand (Appeal), U/s 115JB Baroda.

10.The company has accumulated losses at the end of the financial year. However, the company has made profits during the financial year covered by our audit and in the immediately preceding the financial year.

11. In case of term loan from C.N.S. Bank Ltd., the bank had recalled the entire term loan for repayment and had filled civil suite for recovery of Rs.541.32 lacks. As explained to us and as per records presented before us, the suit for recovery is dismissed by lower authority and me maters are pending before Tribunal.

In case of term loan of C.N.S. Bank Ltd., It has been informed to us that Government of Gujarat has notified scheme for one time settlement of outstanding loans vide notification -umber NSB/12/2005/M97/C DT. 19/5/2010. It is affirmed by the Board that the company is eligible under the scheme and has filled necessary application as per the scheme. It is further affirmed by the management, that the amount payable to the said bank as per the verified scheme shall not be more than the amount outstanding and appearing on the books of the company on the balance sheet date. Since the bank is under liquidation, no further details are available with the company.

12.In our opinion and according to the explanation given to us and based on the information ma liable, the company has not granted any loans and advances on the basis of security by pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of paragraph 4 of the order are not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions or clause 4 (iv) of paragraph 4 of the order are not applicable.

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

16. The company has not obtained term loans during the year.

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

18. According to the information and explanations given to us, 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 during the year.

19. According to the information and explanations given to us, the Company had not issued any Secured Debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Place : Borsad For K.G. Patel & Co.

Date : 30th May, 2011 Chartered Accountants

Kamlesh Parikh

Partner

Membership No.34529

F.R.N.: 107717W