1.  We have audited the attached Balance Sheet of M/s Laffans
 Petrochemicals Ltd. as on 31st March, 2012 and also the Profit & Loss
 Account of the Company 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 state- ments 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 section 227(4A) of the
 Companies Act 1956, we give in the enclosure a statement on the maters
 specified in paragraph 4 of the said order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanation, 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 law have
 been kept by the Company so far as appears from our examination of such
 books.
 
 (c) The Balance Sheet, Profit & Loss Account 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, Profit & Loss Account and cash
 flow statement dealt with by the report comply with the Accounting
 Standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956, except AS 15 regarding provision for gratuity,
 wiiich has been provided on estimate basis.
 
 (e) On the basis of the written representation 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 2M of the Companies Act, 1956.
 
 5.  In our opinion and to the best of our information and according to
 die explanations given to us, the said ac- counts read with significant
 accounting policies and other notes thereon, subject to note O
 regarding provi- sion for gratuity on estimate basis, 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, 2012;
 
 (ii) in-the case of Profit & Loss Account of the Loss for the year
 ended on that date.
 
 (iii) in the case of the cash flow statement for the year ended on that
 date.
 
 Re: Laffans Petrochemicals Ltd.
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) The nature of the Company s business/activities during the period
 is such that clauses (xiii) of paragraph 4 of the Companies (Auditor s
 Report) Order, 2003 are not applicable to the Company for the period
 ended.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) The Company has physically verified certain assets during the
 period in accordance with a programme of verification, which in our
 opinion provides for physical verification of the fixed assets at
 reasonable intervals. According to the information and explanations
 given to no material discrepancies were no- ticed on such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has sold its Panoli unit.
 
 (iii) In respect of its Inventories:
 
 (a) As explained to us, inventories were physically verified during the
 period by the management at reason- able intervals. .
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) Since the company has not taken or granted loan from or to
 companies, firms or other parties covered under register maintained u/s
 301 of the Companies Act, 1956, clause no. (iii) of para (4) is not
 applicable.
 
 (v) In our opinion and according to the information and explanations
 given to us, there are adequate internal con- trol procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods. Further, on the basis of our examination of the books 
 and records of the company, carried out in accordance with the auditing
 standards generally accepted in India and according to the information
 and explanation given to us, we have neither come across nor have we
 been informed of any continuing failure to correct major weaknesses in
 the aforesaid internal control system.
 
 (vi) In respect of transactions entered in the register maintained in
 pursuance of section 301 of the Companies Act 1956;
 
 (a) To the best of our knowledge and belief and according the
 information and explanations given to us, transactions that needed to
 be entered into the register have been so entered.
 
 (b) According to the information and explanations given to us, there is
 no transaction in excess of Rs. 5 lakhs in respect of any party and
 hence the question of reasonable prices in respect of such transactions
 regards to the prevailing market prices does not arise, except a
 transaction of sale of asset made as per the agreement entered between
 the parties.
 
 (vii) In our opinion and according to the information and explanation
 given to us, me company has not accepted deposits from the public as
 per section 58 A and 58AA of the Act.
 
 (viii)In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (ix) According to information and explanation given to us, the
 maintenance of cdst records has been prescribed by the Central
 Government under clause (d) of sub section (1) of section 209 but the
 same are not main- tained.
 
 (x) According to the information and explanations given to us in
 respect of statutory and other dues:
 
 (a) The Company has been regular in depositing undisputed statutory
 dues, including Provident Fund, Em- ployees State Insurance,
 Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise
 Duty, cess and any other statutory dues with the appropriate
 authorities during the period outstanding for more than six months as
 at the last day of the financial year.
 
 The company does not have any disputed amount in respect of income tax,
 sales tax, custom duty etc., except (i) Income Tax liabilities of Rs.
 2,15,817 for A. Y. 2009-10 against which appeal is pending.
 
 (xi) According to the information and explanations given to us, the
 company does not have accumulated loses at the end of the financial
 year. Further, the company has incurred cash losses in the current year
 however no cash losses in the preceeding financial year.
 
 (xii) Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in the repayment of dues to financial
 institutions and banks.
 
 (xiii)According to information and explanations given to us, the
 company has not granted any loan and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiv)With respect to investments, in our opinion and according to the
 information and explanations given to us, proper records have been
 maintained of the transactions and contracts and timely entries have
 been made therein. Also the shares and other securities have been held
 by the company in its own name.
 
 (xv) In our opinion and according to the information and explanation
 given to us, the company has not given any guarantee to any banks for
 loans taken by others.
 
 (xvi)To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed.by the
 Company were, prima facie, applied by the Company during the period for
 the purposes for which the loans were obtained, other than temporary
 deployment pending application.
 
 (xvii)According to the cash flow statement and other records examined
 by us and the information and explana- tions given to us, on an overall
 basis, funds raised on short term basis have, prima facie, not been
 used during the period for long term investment and vice versa, other
 than temporary deployment pending application.
 
 (xviii)The Company has not made any preferential allotment during the
 period.
 
 (xix)According to the information and explanations given to us, the
 company has not issued any debentures and hence clause xix is not
 applicable.
 
 (xx) The Company has not raised any money by public issue during the
 period.
 
 (xxi)To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the period.
 
                                                   for S.M. Kapoor & Co.
                                                  Chartered Accountants
 
                                                        (Shekhar Gupta)
 
 Place: Mumbai                                                 Partner
 
 Date: 6th September, 2012                        Membership No. 15622