1.  We have audited the attached Balance Sheet of OMKAR SPECIALITY
 CHEMICALS LIMITED as at 31st March 2011, and also the Profit and Loss
 Account and also 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 the auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free from any material misstatement. An audit
 includes, examining on the 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 presentation of the
 financial statements. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by Companies (Auditor''s Report) Order, 2003, as amended
 by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by
 the Central Government of India in terms of sub-section (4A) of Section
 277 of ''The Companies Act, 1956'' and on the basis of such checks of the
 books and records of the Company as we considered appropriate and
 according to the information and explanations given to us, we give in
 the annexure, a statement on the matters specified in paragraphs 4 and
 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a) We have obtained all the information and explanations, which to the
 best of our knowledge & 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 examination of such books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the applicable
 Accounting Standards referred to in Section 211(3C) of Companies Act,
 1956;
 
 e) On the basis of the written representations received from the
 Directors and taken on record by the Board of Directors of the Company,
 we report that none of the Directors are 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
 explanations given to us, the said accounts read together with the
 notes thereon give in the prescribed manner the information required by
 the Act and give a true and fair view in conformity with the accounting
 principles generally accepted in India.
 
 i.  in the case of Balance Sheet, of the state of affairs of the
 company as on 31st March, 2011;
 
 ii.  in the case of the Profit and Loss Account, of the Profit of the
 Company 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 AUDITOR''S REPORT
 (Referred to in Paragraph 3 of our report of even date)
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details & situation of fixed assets
 except for certain items of Fixed Assets, the quantitative details of
 which, we are informed, are in the process of being compiled.
 
 (b) The fixed assets of the Company have been physically verified by
 the management during the year at reasonable intervals and no material
 discrepancies were found on such verification.
 
 (c) The Company has not disposed off a substantial part of its fixed
 assets during the year under review and the going concern status of the
 company is not affected.
 
 2.  (a) As explained to us and on the basis of verification of the
 relevant records, stocks of raw materi- als, work in process and
 finished goods have been physically verified by the management at
 regular intervals during the year.
 
 (b) In our opinion, the procedure of physical verification of stocks
 followed by the management is reasonable and adequate in relation to
 the size of the company and nature of its business.
 
 (c) In our opinion, and according to the information and explanation
 given to us the Company has maintained proper records of its
 inventories. And no material discrepancies were noticed on physical
 verification.
 
 (d) The valuation of Stock is fair and proper and is in accordance with
 the generally accepted ac- counting principles.
 
 3.  (a) In our opinion and according to information and explanations
 given to us, the company has taken unsecured loans from director to the
 amount Rs. 181.02 lakhs from one party. However, company has not
 granted any loans to companies, firms or other parties listed in the
 register required to be maintained under Section 301 of the Companies
 Act, 1956. of paragraph 3 of the order are not applicable.
 
 (b) In our opinion and according to information and explanations given
 to us, The rates of interest and other terms and conditions of loans
 taken by the company, secured or unsecured, are not prima facie
 prejudicial to the interest of the company.
 
 (c) In our opinion and according to information and explanations given
 to us, the company has not repaid principal or interest during the
 year.
 
 (d) In our opinion and according to information and explanations given
 to us, there is no amount overdue for more than one lakh.
 
 4.  In our opinion and according to information and explanations given
 to us, there is adequate internal control through personal supervision
 of the management in respect of the purchases of stores, raw materials
 including components, plant & machinery, equipments & other assets, &
 for the sale of the goods and services.
 
 5.  (a) According to the information and explanation given to us and to
 the best of our knowledge the contracts or arrangements that need to be
 entered into the register maintained in pursuance of Section 301 of the
 Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to information and explanation given
 to us, transactions made in pursuance of such contracts or arrangements
 and exceeding the value of Rupees Five Lakhs in respect of any party
 during the year have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public during
 the year, to which the directives issued by the Reserve Bank of India &
 the provisions of Section 58-A and 58-AA of the Companies Act 1956 and
 the rules framed there under apply.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  As informed to us, the maintenance of the cost records has not been
 prescribed by the Central Government under Section 209(l)(d) of the
 Companies Act, 1956, in respect of the activities carried on by the
 Company.
 
 9.  (a) The Company has been generally regular in depositing undisputed
 statutory dues including Provident fund, Investor Education and
 Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues
 with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 books and records examined by us, there was no undisputed amount
 outstanding as on 31st March 2011 in respect of Income Tax, Sales Tax,
 Service Tax, Customs Duty, Excise Duty & Cess.
 
 10.  The Company has no accumulated losses as on 31st March 2011 and
 not incurred cash losses during the financial year covered by our audit
 as also in the immediately preceding financial year.
 
 11.  Based on our audit procedures, and as per the information and
 explanations given to us by the management, we are of the opinion that
 according to the information and explanation given to us, the company
 has not defaulted in repayment of dues to financial institutions and
 banks.
 
 12.  The company has not granted any loans or advances on the basis of
 the security by way of pledge of shares, debentures and other
 securities.
 
 13.  The provisions of any special statute applicable to chit fund,
 nidhi or mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 15.  According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were obtained.
 
 17.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis, which have been used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 19.  The Company did not issue any debentures during the year.
 
 20.  The company has raised money through the Public Issue during the
 year. The company has issued 81,00,004 equity shares @ Rs. 98/- per
 share. (Rs. 10/- face value and Rs. 88/- on account of Share Pre- mium)
 The management has disclosed the end use of money raised by public
 issue and we have verified the same.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                   For Siddharth Sinkar & Associates
 
                                   Chartered Accountants
 
                                   Firm Registration No. 124931W
 
                                   S. S.  Sinkar
 
 Place : Mumbai                    Proprietor
 
 Date : 16.05.2011                 M. No. 109229