We have audited the attached Balance Sheet of Vinyl Chemicals (India)
 Ltd. as at 31st March, 2012 and the Statement of Profit and Loss 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.
 
 We conducted our audit in accordance with the 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
 assessing1 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.
 
 I.  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 of the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 II.  Further to our comments in Annexure referred to above, we report
 that:
 
 a.  We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b.  In our opinion, the Company has kept proper books of account as
 required by law so far as appears from our examination of the books.
 
 c.  The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d.  In our opinion, the Balance Sheet, the Statement of Profit and Loss
 and the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub section (3C) of Section 211 of
 the Companies Act, 1956;
 
 e.  On the basis of 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
 subsection (1) of Section 274 of the Companies Act, 1956.
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, they said accounts 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 Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012.
 
 ii.  In the case of Statement of Profit and Loss, of the profit for the
 year ended on that date; and
 
 iii. In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF VINYL CHEMICALS (INDIA) LIMITED
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 2.  We are informed that the fixed assets have been physically verified
 by the Management during the year. There is a regular programme of
 verification, which, in our opinion, is reasonable having regard to
 size of the Company and nature of its assets. No material discrepancies
 were noticed on such verification.
 
 3.  During the year, the Company has not disposed off a substantial
 part of fixed assets.
 
 4.  The Management has physically verified the inventories of the
 Company during the year. In our opinion, the frequency of verification
 is reasonable.
 
 5.  In our opinion, the procedures for physical verification of
 inventories followed by Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 6.  On the basis of our examination of the records of the Company, we
 are of the opinion that the Company has maintained proper records of
 inventories. The discrepancies noticed on verification between the
 physical verification and book records, not being material, were
 appropriately dealt with.
 
 7.  The Company has not granted any loans, secured or unsecured, to the
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. In view of this, clauses
 iii (b),(c) and (d) are not applicable to the Company and hence, not
 reported upon.
 
 8.  During the year, the Company has not taken any loans, secured or
 unsecured, from the companies, firms or other parties listed in the
 register maintained under Section 301 of the Companies Act,1956.  In
 view of this, clauses iii (f) and (g) are not applicable to the Company
 and hence, not reported upon.
 
 9.  There is adequate internal control system 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 and services.
 There is no continuing failure to correct weaknesses in internal
 control system.
 
 10.  On the basis of our examination of relevant records and on the
 basis of representation received from the Management, particulars of
 contracts or arrangements that need to be entered in the register in
 pursuance of Section 301 of the Act have been so entered.
 
 11.  On the basis of our examination of the books of account, relevant
 information and explanations and representations as provided by the
 Company, the transactions exceeding Rs 5 lacs made in pursuance of such
 contracts or arrangements have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 12.  The Company has not accepted any deposits under the provisions of
 Section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 13.  The function of internal audit, as explained, is being carried out
 by outside professionals, which, in our opinion, is commensurate with
 its size and nature of its business.
 
 14.  We are informed that the Central Government has not prescribed the
 maintenance of cost records by the Company under Section 209(1 )(d) of
 the Act, for the product dealt with by the Company.
 
 15.  According to the books and records as produced and examined by us
 in accordance with generally accepted auditing practices in India and
 also based on Management representations, the Company is regular in
 depositing undisputed statutory dues including Provident Fund, Investor
 Education and Protection Fund, Employees'' State Insurance, Income
 Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty,
 Cess and other material statutory dues with the appropriate authorities
 and there are no arrears of outstanding statutory dues as at the last
 day of the financial year for a period of more than six months from the
 date it became payable.
 
 16.  According to the information and explanations given to us and also
 based on the Management''s Representation, there have been no disputed
 dues of Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty,
 Excise Duty and Cess that have not been deposited on account of any
 dispute as at the balance sheet date.
 
 17.  The Company has neither accumulated losses as at 31st March, 2012,
 nor it has incurred any cash losses either in the financial year under
 audit and in the immediately preceding financial year.
 
 18.  According to the records of the Company, it has not defaulted in
 repayment of dues to financial institutions or banks or to debenture
 holders.
 
 19.  The Company has not granted loans or advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 20.  In our opinion, considering the nature of activities carried on by
 the Company during the year, the provisions of any special statute
 applicable to chit fund/nidhi/mutual benefit fund/societies are not
 applicable to it.
 
 21.  The Company has not dealt or traded in shares, securities,
 debentures or other investments during the year.
 
 22.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions, the terms and conditions whereof
 are prejudicial to the interest of the Company.
 
 23.  We are informed that the Company has not taken any term loans
 during the year.
 
 24.  On the basis of review of utilization of funds which is based on
 overall examination of the balance sheet of the Company and related
 information made available to us and as represented to us by the
 Management, no funds raised on short-term basis have been utilized for
 long term purpose.
 
 25.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act.
 
 26.  As informed to us, the Company has not issued any debentures
 during the year.
 
 27.  The Company has not raised any money by public issue during the
 year.
 
 28.  As per the information and explanations given to us and on the
 basis of examination of records, no fraud on or by the Company has been
 noticed or reported during the year.
 
 For and on behalf of
 
 D.A. KOTHARI & CO
 
 CHARTERED ACCOUNTANTS
 
 Firm Reg. No. 105299W
 
 D.A.KOTHARI
 
 PROPRIETOR
 
 Membership Number 6301
 
 Mumbai
 
 Dated: 23rd May, 2012