1.  We have audited the attached Balance Sheet of ADVANCE
 PETROCHEMICALS LIMITED, as at 31st March, 2012, the Profit & Loss
 Account and also the Cash Flow Statement of the Company for the year
 ended on that date, both annexed hereto. 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 have conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 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 comments in the Annexure referred to above, we
 report that:
 
 i) 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;
 
 ii) In our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 iii) The Balance Sheet, Profit & Loss Account and Cash-flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with the Applicable
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 v) On the basis of written representations received from the directors,
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st 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;
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with
 significant accounting policies and notes 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 31st March, 2012;
 
 b) in the case of Profit & Loss account, of the Profit for the year
 ended on that date; and
 
 c) in the case of Cash Flow Statement, of the Cash Flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) (a) The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have been physically verified by the management
 during the year and there is a regular programme of verification which
 in our opinion is reasonable having regard to the size of the Company
 and the nature of its assets. As informed, no material discrepancies
 were noticed on such verification.
 
 (c) During the year no disposal of fixed asset has been made which
 could affect the going concern status of the company.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year. In our opinion, the
 frequency of such verification is reasonable having regard to the size
 of the Company and the nature of its business.
 
 (b) In our opinion, 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) According to the information and explanations given to us and in
 our opinion, the company is maintaining proper records of inventory.
 The discrepancies noticed on verification between the physical stocks
 and book records have been properly dealt with in the books of accounts
 and were not material.
 
 (iii) (a) During the year, the company has not granted any loans,
 secured or unsecured, to companies or other parties covered in the
 maintained under section 301of the companies act, 1956.
 
 Details of loans, secured or unsecured, taken from companies or other
 parties are as under:- 
 
 No. of Parties                            : One 
 
 Maximum amount involved during the year   : Rs.10,76,822/- 
 
 Outstanding Balance as on 31.03.2012      : Rs.60,15,554/- 
 
 (b) In our opinion, the loans taken and given are prima facie, not
 prejudicial to the interest of the Company.
 
 (c) As stated in clause (iii)(b) above and in the absence of any
 stipulation for the repayment of principal amount and interest thereon,
 we are unable to give any comment on the regularity of payment of the
 principal amount and interest thereon.
 
 (d) As stated in clause (iii)(b) above and in the absence of any
 stipulation for the repayment of principal amount or interest, the
 overdue amount could not be found out. Hence, we are unable to give any
 comment on the steps taken by the Company for recovery / payment of the
 principal or interest.
 
 (iv) 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 for the purchases of inventory, fixed assets and for the sale
 of goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weakness in the
 internal controls.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the transactions that need to be entered into
 the register maintained under section 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 transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956, and exceeding the value of Rs.5,00,000 in
 respect of each party during the year have been made at prices which
 are reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vi) The company has not accepted any deposits from the public and
 therefore the provisions of sections 58A, 58AA of the Companies Act,
 1956 and the rules framed there under are not applicable.
 
 (vii) In our opinion, the company has an Internal Audit System
 commensurate with the size and nature of its business.
 
 (viii) The Central Government has not prescribed maintenance of cost
 records under section 209(1)(d) of the Companies Act, 1956.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including Provident Fund, Income
 Tax, Wealth Tax, Service Tax and other material statutory dues
 applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Income Tax,
 Wealth Tax, Sales Tax, Service Tax, Cess, Custom Duty and other
 undisputed statutory dues were in arrears as at 31st March, 2012 for a
 period of more than six months from the date they became payable
 
 (c) According to the records of the Company, There are no dues
 outstanding of income-tax, sales-tax, service-tax, cess on account of
 any dispute.
 
 (x) The Company neither has any accumulated losses nor has incurred any
 cash losses during the financial year covered by our audit and the
 immediately preceding financial year.
 
 (xi) According to the information and explanation given to us, the
 Company has not defaulted in repayment of dues to banks, financial
 institution or debenture holders.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The company is not a chit fund or a nidhi/mutual benefit
 fund/society.  Therefore, the provisions of clause (xiii) of paragraph
 4 of the Companies (Auditor''s Report) Order 2003 (as amended) are not
 applicable to the company.
 
 (xiv) The company is not dealing in or trading in shares, securities,
 debentures and other investments. Therefore, the provisions of clause
 (xiv) of paragraph 4 of the order are not applicable.
 
 (xv) To the best of our knowledge and belief and according to the
 information and explanations given to us, the Company has not given
 guarantees for loans taken by subsidiaries from banks and financial
 institution, the terms and conditions whereof in our opinion are not
 prima-facie prejudicial to the interest of the company.
 
 (xvi) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, the term
 loans outstanding at the beginning of the year and raised during the
 year were, prima facie, applied by the Company for the purpose for
 which they were obtained.
 
 (xvii) According to the Cash Flow Statement and other records examined
 by us and the information and explanations given to us, on an overall
 basis, funds raised on short-term basis have not, prima facie, been
 used during the year for long-term investments.
 
 (xviii) During the year, the company has not made preferential
 allotment of shares to parties and companies covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 (xix) The Company has not issued any debentures during the year under
 our audit.
 
 (xx) The Company has not raised any money by way of public issues
 during the year.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company has been noticed or reported during the year.
 
                                            For, PIPARA & COMPANY
 
                                            Chartered Accountants
 
                                         (Registration No. 107929W)
 
 PLACE: AHMEDABAD                              (GYAN PIPARA)
 
 DATE : 31/08/2012                                PARTNER
 
                                          Membership No. 034298