We have audited the attached Balance Sheet of SHREY CHEMICALS LIMITED
 as at 31st March 2012 and also the annexed Profit and Loss Account of
 the Company 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,
 
 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 misstatements. An Audit includes
 examining, on a test basis, evidence supporting the amount and
 disclosures in financial principles used and significant estimates
 made by the management as well as evaluating the overall-financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 As per the Companies (Auditors report), order, 2003 issued by the
 Central!  Government of India in terms of Section 227 (4-A) of the
 Companies Act, 1956, we - do hereby state that the company is exempted
 under the Companies (Auditors report) order, 2003, on the matter
 specified paragraph 4 and 5 of the said order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 1, 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.
 
 2.  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 the
 books.
 
 3. The Balance Sheet & Profit. & Loss Account dealt with by this
 report-is in agreement with the. books of accounts and comply with the
 Accounting Standards referred to in Sub- Section 3(C) of section 211 of
 the Companies Act, 1956.
 
 4. According to information and explanations given'' to ,us and on the
 basis of written representations from the directors of the Company,
 none of the Director is disqualified from being appointed as a director
 of the Company, under section 274(1) (g) of the Companies Act, 1956.
 
 5. In ,our opinion and to the best of our information and according to
 the explanation given to us, they said Balance Sheet and the Profit and
 Loss Account, together with the notes thereon give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view: -
 
 a) In the case of the Balance Sheet of the state of affairs of the
 Company as at 31st March, 2012 and
 
 b) In the case, of the Profit & Loss Account of the Profit for the year
 ended on that date.  ''
 
 ANNEXURE
 
 (Referred to in paragraph 1 of our report of even date)
 
 i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets ;
 
 (b) All the Assets have been physically verified by the management
 during to the year and there is regular program of Verification which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its assets, No material discrepancies were noticed on
 such verification 
 
 (c) In our opinion and according to the information and explanation
 given, to us the company has not, disposed off substantial part of
 fixed assets during the year ;
 
 ii) (a) In our opinion, physical verification of inventory has been
 conducted by Management at reasonable intervals.
 
 (b) The procedure of Physical Verification of inventory not followed by
 the management.
 
 iii) (a) As informed to us, the company has not granted loans, secured
 or  unsecured to companies, firms or other parties covered in the
 register maintained under section 301 of the Act. The yearend Balance
 of Loan is Rs.2,69,09,798/-
 
 (b) In our opinion the rate of interest and other .terms and conditions
 on which loans have been taken from/ granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the companies Act,1956 are not, prima facie, prejudicial to the
 interest of the company.
 
 (c) In respect of the aforesaid loans, the amount is received on
 demand, the company is receiving the principal amount as & when
 demanded & has not been receiving any interest.
 
 (d) The aforesaid loan is received on demand & therefore the
 Question of overdue amount does not arise.
 
 (e) The company had not taken loan, secured or unsecured from
 companies, firms or others parties covered in the register maintained ''
 under section 301 of the Act. and the yearend balance of loans taken
 to such parties was Rs.NIL /-
 
 (f) In our opinion the rate of interest and other terms and conditions
 on which loans have been taken from companies, firms or other parties
 listed in the register maintained under section 301 of the companies
 Act,1956 are not, prima facie, prejudicial to the interest of the
 company.
 
 (g) In respect of the aforesaid loans, the amount is payable on demand,
 ¦ the company is repaying the principal amount as & when demanded & has
 not been paying any interest.
 
 (h) The aforesaid loan is repayable on demand & therefore the question
 of overdue amount does not arise,
 
 iv) In our opinion and according to information & 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
 purchase of inventory and Fixed assets.  During the course of audit, no
 major weakness has been noticed in these internal controls.
 
 v) 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.
 
 vi) In our opinion, according to the information and explanations given
 to us, the company has not taken any deposit from the public.
 
 vii) In our opinion the company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii) The company has no need to maintained Cost records has been
 prescribed by the Central Government under clause (d) of sub section
 (1) of section 209 of the Act.
 
 ix) (a) The company is generally regular in depositing with the
 appropriate authorities, undisputed statutory dues including Provident
 Fund, Income tax, Sales-tax, Excise Duty, investors education and
 protection fund, wealth Tax, Custom Duty, Cess, and other material
 Statutory dues applicable to it. As on 31-03-2010 undisputed Amount of
 Rs. 534456/-, Rs. 327.02/- and Rs. 78062/- were outstanding for a
 period of more than six month from the date they became payable in
 respect of Sales Tax arrears for a period of more than six month from
 the date they became payable as at 31st March 2011.
 
 (b) According to the information and explanation given to us, there are
 no cases of non-deposits with the appropriate authorities of disputed
 dues of sales tax /excise duty /custom duty / wealth tax / cess. 
 
 x) The company has no any accumulated losses at the end of the current
 financial year. The company has not incurred any cash losses in current
 year
 
 xi) According to the information and explanations given to us, the
 company is hot defaulting any repayment of loan.  
 
 xii) According to the information and explanations given to us, the
 company has not granted any 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 provision of clause 4 (xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the company.
 
 xiv) According to the information and explanations given to us, the
 company is not dealing or trading in Shares, Securities, debentures and
 other investments. Accordingly, the provisions of clause 4 (xiv) of the
 Companies (Auditor''s Report) Order 2003 is not applicable to the
 company.
 
 xv) In our opinion, and explanation given to us the terms and condition
 on which the company has no given guarantees for loans taken by others
 from Bank or Financial Institutions are, prima facie, not prejudicial
 to the interest'' of the company.
 
 xvi) According to the information and explanations given to us company
 has not received any loan during the year.
 
 xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 xviii)The company has not made preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Act.
 
 xix) According to the information and explanations given to us, no
 debentures and/or preference shares have been issued during the year.
 
 xx) The company has not raised any money through a public issue.
 
 xxi) Based upon the .audit procedures performed and information and 
 explanations given to us, we report that no fraud on or by the Company
 has been noticed or reported during the course of our audit
 
 For, Gaurang Vora & Associates
 
 Chartered Accountants
 
 Sd/-
 
 (Gaurang Vora)
 
 Proprietor
 
 Firm No. 103110W
 
 Membership : 39526
 
 PLACE : AHMEDABAD
 
 Date : September 01, 2012.