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Chemiesynth (Vapi) Ltd.

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Chemiesynth (Vapi) Ltd. (CHEMIESYNTHVAPI) - Auditors Report

Company auditors report

To

THE MEMBERS OF

CHEMIESYNTH (VAPI) LIMITED

REPORT ON THE FINANCIAL STATEMENTS:

We have audited the accompanying financial statements of CHEMIESYNTH (VAPI) LIMITED("the Company") which comprise the Balance Sheet as at 31st March 2015the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act2013 ("the Act") with respect to the preparation ofthese Financial Statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgements and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

AUDITORS’ RESPONSIBILITY :

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are requiredto be included in the audit report under theprovisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors as wellas evaluating the overall presentation of the financial statements.

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

OPINION:

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2015 and its Loss and its Cash Flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

a) As required by the Companies (Auditor’s Report) Order 2015 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in the Annexure a statement on the matters specified in paragraphs 3 and 4 of theOrder.

b) As required by Section 143(3) of the Act we report that;

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

ii. In our opinion proper books of accounts as required by law have been kept by theCompany so far as it appears from our examination of those books.

iii. The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the Books of Accounts.

iv. In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

v. On the basis of written representations received from the Directors as on 31stMarch 2015 taken on record by the Board of Directors we report that none of theDirectors is disqualified as on 31st March 2015 from being appointed as a director interms of Section 164(2) of the Act.

vi. With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rule 2014 in our opinionand to the best of our information and according to the explanations given to us:

vii. The Company does not have any pending litigations pursuant to which there is noimpact on its financial position which needs to be disclosed in its financial statements;

a) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

b) There were no amounts required to be transferred to Investor Education andProtection Fund by the Company in accordance with the relevant provisions of the Act andthe rules made thereunder.

For MANOJ SHAH & CO.
CHARTERED ACCOUNTANTS
Firm Reg.No.106036W
Sd/-
Place : Vapi. (MANOJ T.SHAH)
Date : 29.05.2015 PARTNER
M.No. 043777

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

(REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL ANDREGULATORY

REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

i. In respect of The Company’s fixed assets;

a) The Company has maintained proper records showing particulars includingquantitative details and situation of the fixed assets.

b) As explained to us some of the Fixed Assets according to the practice of thecompany were physically verified by the Management at reasonable intervals in accordancewith a programme of verification which in our opinion is reasonable looking to the sizeof the company and the nature of its business. We are informed that no materialdiscrepancies were noticed on such verification.

In respect of its inventories;

a) As explained to us the inventories other than materials in transit & materialslying with third parties were physically verified by the Management at reasonableintervals during the year.

b) In our opinion and according to the information and explanation given to us theprocedures of physical verification of inventories followed by the Management werereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c) In our opinion and according to the information and explanation given to us theCompany has maintained proper records of inventories and no material discrepancies werenoticed on physical verification.

i. According to information & explanation given to us the Company has not grantedany loans secured or unsecured to companies firms or other parties covered in theregister maintained under section 189 of the Companies Act 2013. Consequentlyrequirement of clauses (iiia) and (iiib) of paragraph 3 of the order are not applicable.

ii. In our opinion and according to the information and explanations given to us thereexists an adequate internal control system commensurate with the size of the company andthe nature of its business with regard to the purchase of inventory and fixed assets andfor the sale of goods and services. During the course of our Audit we have not observedany major weaknesses in such Internal Control System.

iii. In our opinion and according to information and explanations given to us theCompany has not accepted any deposits in terms of the provisions of the Section 73 and 76or any other relevant provisions of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014 as amended during the year and no order under the aforesaidsections has been passed by the Company Law Board or the National Company Law Tribunal orthe Reserve Bank of India or any Court or any other Tribunal in this regard in respect ofthe Company.

iv. As explained to us the Central Government has not prescribed the maintenance ofCost Records under sub-section (1) of section 148 of the Companies Act 2013 for theCompany’s products.

v. According to the information and explanations given to us in respect of statutorydues;

a) The Company has generally been regular in depositing undisputed dues includingProvident Fund Employees’ State Insurance Income Tax Sales Tax Wealth TaxService Tax Custom Duty Excise Duty Value added tax Cess and other material statutorydues applicable to it with the appropriate authorities.

b) There were no undisputed statutory dues in arrears as at 31st March 2015 for aperiod of more than six months from the date they become payable.

c) In our opinion and according to information and explanations given to us there wereno amounts required to be transferred to investor education and protection fund inaccordance with the relevant provisions of the Companies Act1956 (1 of 1956) and rulesmade thereunder within the prescribed time.

vi. The Company has accumulated losses as at 31st March 2015. It has incurredcash losses in the financial year ended on that date. However in the immediately precedingfinancial year the Company had not incurred cash losses.

vii. Based on our audit procedures and on the information and explanations given by themanagement we are of the opinion that the Company has not defaulted in the repayment ofdues to Banks as at the Balance Sheet date. The Company has not obtained any loan fromfinancial institutions and debenture holders.

viii. According to the information and explanations given to us the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.

ix. The Company has not taken any Term Loans during the year.

x. To the best of our knowledge and belief and according to the information andexplanations given to us no fraud on or by the Company has been noticed or reportedduring the year.

For MANOJ SHAH & CO.
CHARTERED ACCOUNTANTS
Place : Vapi. Firm Reg.No.106036W
Date : 29.05.2015 Sd/-
(MANOJ T.SHAH)
PARTNER. M.No. 043777

SECRETARIAL AUDIT REPORT

Form No. MR-3

For the financial year ended on 31st March 2015.

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and

Remuneration of Managerial Personnel) Rules 2014].

To

The Members

CHEMIESYNTH (VAPI) LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Chemiesynth (Vapi) Limited(hereinafter called the "Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Chemiesynth (Vapi) Limited books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers and minute books as mentioned in Annexure I Formsand returns filed and other records maintained by the Company for the year ended on31stMarch 2015 according to the applicable provisions if any of:

I. The Companies Act 1956 and the Companies Act 2013 (the Act) and the Rules madethere under as applicable. II. The Securities Contracts (Regulation) Act 1956(‘SCRA’) and the Rules made there under.

III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under.

IV. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial borrowings.

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) were Not applicable during theperiod as informed by the management and as per the SEBI circular dated 29th December2008 pertains to exit policy for De-recognized/Non-operational Stock exchanges the OTCEI

( Over The Counter Exchange of India) has decided to go for voluntary surrender of itslicense and informed the company to get listed with any other Regional Stock Exchange orto Move to the Dissemination Board.

a.The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b.The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c.The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d.The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with Client;

VI. We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for Compliances under other applicable ActLaws and Regulations to the Company.

We report that since the Secretarial Standard-1 "Meeting of Board ofDirectors" and Secretarial Standard-2 "General Meetings" are effective from1st July 2015 compliance are not required for the year ended 31st March 2015 as pernotification dated 23rd April 2015 issued by the Institute of Company Secretaries ofIndia. We further report that the Company was not required to comply with the applicableclauses of the Listing Agreement entered into by the Company with the OTCEI as mentionedin Clause V above.

During the period under review the company has complied with the provisions of the ActRules Regulations and Guidelines

mentioned above subject to the following observations:

1. The appointment of Internal Auditor for the Financial Year 2014 2015 as requiredunder section 138 Companies Act 2013 was not been made by the Company.

2. The company has appointed Managing Director with effect from 1st October 2014 andChief Financial Officer with effect from 28th January 2015 which are during the financialperiod under review. However the appointment of Company Secretary has been made witheffect from 27th April 2015 which is after the financial period under review.

3. The company has made borrowing from directors during the financial period underreview which was exceed the limit prescribed under section 180(1)c of the Companies Act201 and form MGT-14 has not been filed by a Company as required under section 179 and 180of the companies Act 2013.

4. During the period under review the Company has recovered the excess remunerationpaid to Managing Director as prescribed under section 197 of the companies Act 2013 as onthe date of this report.

We further report that:

The Board of Directors of the Company is duly constituted however the proper balanceof Executive Directors Non-Executive Directors and Independent Directors was compiled atthe end of the year. The changes in the composition of the Board of Directors that tookplace during the year under review were carried out in compliance with the provisions ofthe Act. Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period the Company has;

% made application to Direct Listing of its securities with Bombay Stock Exchange asper SEBI circular dated 29th December 2008 pertains to exit policy forDe-recognized/Non-operational Stock exchanges and as on the date of this report thecompany has received listing approval from Bombay Stock Exchange.

Date:25th August 2015 For HS Associates
Place: Mumbai Company Secretaries
Sd/-
Nitin Sarfare Partner
ACS No.: 36769
CP No.: 13729

Annexure II

To

The Members

Chemiesynth (Vapi) Limited.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness appropriateness of financial records and booksof accounts of the Company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the Company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the Company.

Date:25th August 2015. For HS Associates
Place: Mumbai Company Secretaries
Sd/-
Nitin Sarfare Partner
ACS No.: 36769
CP No.: 13729

Annexure I

BOOKS PAPERS AND MINUTE BOOKS MAINTAINED BY THE COMPANY

1. Book containing the Minutes of Board Meeting General Meeting and Committee Meeting.

2. Book of accounts.

3. Register of Members.

4. Register of index of members.

5. Register of Transfer.

6. Register of Directors and Key managerial personnel and their shareholding.

7. Register of Charges.

8. Register of investments or loans made guarantee or security provided.

9. Register of particulars of contracts.

10. Attendance Register.

Date:25th August 2015 For HS Associates
Place: Mumbai Company Secretaries
Sd/-
Nitin Sarfare Partner
ACS No.: 36769
CP No.: 13729

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