Jainex Aamcol Ltd

TO THE MEMBERS

We have audited the attached Balance Sheet of JAINEX AAMCOL LIMITED as at 31stMarch, 2012 and the Statement of Profit and loss for the year ended on that date annexedthereto. These financial statements are the responsibility of the company's management.Our responsibility is to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material mis-statement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

As required by the Companies (Auditor's Report) Order 2003 (CARO) issued by the CentralGovernment 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 the paragraphs 4and 5 of the said Order.

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 ourknowledge and belief were necessary for the purpose of our audit;

i) In our opinion, proper books of account as required by law have been kept by thecompany so far as appears from our examination of those books.

ii) The Balance Sheet and Statement of Profit and Loss dealt with by this report are inagreement with the books of account.

iii) In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with bythis report comply with the Accounting Standards referred to In sub-section (3C) ofsection 211 of the Companies Act, 1956 to the extent applicable and read with notesforming part of the accounts.

iv) On the basis of written representations received from the Directors as on 31stMarch, 2012 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2012 from being appointed as Director in termsof clause (g) of sub-section (1) of section 274of the Companies Act, 1956.

v) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read with Accounting Policies and Notes forming part of theaccounts; give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at31" March, 2012,

b) in the case of the Statement of Profit and Loss, of the profit for the year ended onthat date and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on thatdate.

for R. A. SINGH & ASSOCIATES

CHARTERED ACCOUNTANTS

R. A. SINGH

(PROPRIETOR)

FRN 110271W

Place: Mumbai

Date : 31st July, 2012

Annexure

Re: JAINEX AAMCOL LIMITED

Referred to In paragraph 3 of our report of even date.

(I) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets other than furniture & fixtures andoffice equipments.

(b) All the assets have been physically verified by the management during the year andthere is a regular programme of verification which, in our opinion, is reasonable havingregard to the size of the company and the nature of its assets. No material discrepancieswere noticed on such verification.

(c) The company has not disposed off substantial part of fixed assets during the yearand therefore the question of affecting the status of going concern of the company doesnot arise.

(ii) (a) The inventory has been physically verified during the year by the management.In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) The company is maintaining proper records of inventory. The discrepancies noticedon verification between the physical stocks and the book records were not material.

(iii) (a) The company has taken loans from body corporates, a firm, shareholders anddirectors covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 691.19 lacs and the year-end balanceof loans taken from such parties was Rs. 343.19 lacs.

(b) In our opinion, the rate of interest (paid in few cases) and other terms andconditions on which loans have been taken from companies or other parties listed in theregister maintained under section 301 of the Companies Act, 1956 are not, prima facie,prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amounts as stipulated or as andwhen required.

(d) There is no overdue amount of loans taken from companies or other parties listed inthe register maintained under section 301 of the Companies Act, 1956.

(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 companyand the nature of its business with regard to purchases of inventory, fixed assets andwith regard to the sale of goods. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of theopinion that the transactions that need to be entered into the register maintained undersection 301 of the Companies Act, 1956 have been so entered.

(b) There are no transactions of purchase and sale of goods, materials and servicesmade in pursuance of contracts or arrangements entered in the register maintained underSection 301 of the Companies Act, 1956 aggregating during the year to Rs. 5 lacs or morein respect of each party.

(vi) In our opinion and according to the information and explanations given to us, thecompany has not accepted deposits from public. The company has, however, taken loans fromshareholders and body corporates which are under exempt category and also from a firmwhose two major partners are shareholders/directors and therefore compliances under theprovisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies(Acceptance of Deposits) Rules, 1975 with regard to such deposits are not considered forcompliance by the company.

(vii) In our opinion, internal audit system conducted by a professional firm iscommensurate with the size of the company and nature of its business.

(viii) The company is required to maintain records pursuant to the amendment rules madeby the Central Government for the maintenance of cost records under section 209 (1) (d) ofthe Companies Act, 1956 and the same are subject to cost audit which is yet to beimplemented and complied with.

(ix) (a) The company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Wealth Tax, CustomDuty, Excise Duty, Cess, Investor Education and Protection Fund and other materialstatutory dues as applicable to the company.

According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, wealth tax, sales tax, customs duty, excise duty andcess were in arrears as at 31.03.2012 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us, the dues set out hereinbelow in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cesshave been deposited by the company with the appropriate authorities on account ofdisputes.

(x) The company does not have any accumulated losses as at 31.03.2012 and has notincurred cash losses in the current financial year and in the immediately precedingfinancial year.

(xi) In our opinion and according to the information and explanations given to us, thecompany has not defaulted in repayment of dues to financial institutions, banks ordebenture holders.

(xii) The company has not granted any loans and advances on the basis of security bywayof pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report)Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) The company has not given any guarantees for loans taken by others from banks orfinancial institutions.

(xvi) In our opinion and according to the information and explanations given to us, theterm loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the company, we report that funds raised on short-termbasis have, prima facie, not been used during the year for long term investments.

(xviii) According to the information and explanations given to us, the company is inthe process of making a preference allotment of8,00,000 Equity shares of a face value ofRs. 10 each with a premium of Rs. 30 per share pursuant toa scheme of arrangement andorder passed by the hon'ble High Court of Bombay on 08.12.11 to parties and companiescovered in the register maintained under Section 301 of the Companies, Act, 1956 duringthe year. Since the said allotment is being made in pursuance of High Court order withpremium, the shares being allotted are not prejudicial to the interest of the company.

(xix) The provisions of clause 4 (xix) of Companies (Auditors Report) Order, 2003regarding security or charge in respect of Debentures issued are not applicable to theCompany.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by thecompany has been noticed or reported during the year.

for R. A. SINGH & ASSOCIATES

CHARTERED ACCOUNTANTS

R.A.SINGH

(PROPRIETOR)

Place: Mumbai

Date : 31st July, 2012