Management's Responsibility for the Financial Statements

management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). this responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. the procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 march 31, 2014;

ii. in the case of the statement of profit and Loss, of the loss for the year ended on that date; and

iii. in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) order, 2003 (as amended) ("the order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure hereto, a statement on the matters specified in the paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, 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 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 our examination of those books;

c) the Balance sheet and statement of profit and Loss dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance sheet and statement of profit and Loss, comply with the Accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on march 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on march 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

the Annexure referred to in our report to the members of master Chemicals Limited ("the Company") for the year ended 31st march, 2014. We report that:

1) there is no fixed asset in the books of the company. In view of the foregoing other provisions of the order are not applicable.

2) As explained to us, the company did not carry any inventory at any time during the year. In view of the foregoing, other provisions of the order are not applicable.

3) the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5) According to the information given to us, during the year, the Company has not entered into transactions with parties, which would require it to be entered in the Register maintained under section 301 of the Companies Act, 1956

6) the company has not accepted any deposits during the year from the public within the meaning of the provisions of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under.

7) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8) maintenance of cost accounts u/s 209(1) (d) of the Companies Act, 1956 has not been prescribed for the company.

9) the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax and material statutory dues applicable to it.

10) the Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current financial year. However, there were cash losses in the immediately preceding financial year.

11) According to the records examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or Bank as at the Balance sheet date.

12) 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.

13) 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.

14) 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 the Companies (Auditor's Report) order, 2003 are not applicable to the Company.

15) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16) the Company has not availed any term loans.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investment.

18) During the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) During the period covered under audit, the company has not issued any debentures.

20) During the year the Company has not raised monies by way of Rights issue of equity shares.

21) During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

                                        For CHATURVEDI &CO
                                        Chartered Accountants
                                  (Firm Registration no.: 302137e)

                                             (S.N Chaturvedi)
                                                  Partner 
                                          (membership no.: 040479)