Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Emphasis of Matter Paragraph

Without qualifying our opinion, we draw the attention to Note no. 37 of the Financial Statements regarding Preparation of Accounts on going concern basis though accumulated losses have exceeded the net owned fund.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, of the state of affairs of the Company as at 31st March, 2015, and its loss and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

* We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

* In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

* [The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act is not attached since the Company has no branches]

* The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

* In our opinion, the aforesaid financial statements comply with the Accounting Standards except Gratuity as per Accounting Standards - 15 " Employee Benefits", wherein valuation of gratuity is done as per Management's estimates, specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. MRL

* Though the net worth of the Company has eroded, the accounts of the Company are prepared on going concern basis and in our opinion the same may not have an adverse effect on the functioning of the Company. (Refer Note. 37)

* On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

* With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Adarsh Plant Protect Limited for the year ended March 31,2015, we report that:

I.

* The Company is in the process of updating the Fixed Asset Register with respect to additions and current year's depreciation.

* It is informed to us that the physical verification of Fixed Assets was conducted by Management as per the Schedule program. It was further inform that no material discrepancies were observed, however we are not able to comment as the formal documentation for the same were not available on record.

II.

* It is informed to us that the inventory has been physically verified by the management at reasonable intervals, which in our opinion is reasonable.

* Based on the information and explanation given to us the procedure followed by the Company for physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

* The records made available for maintenance of Inventory does not reflect any material discrepancies.

III. The Company has granted loan to one Company covered in the register maintained under Section 189 of the Companies Act, 2013.

* The receipt of the principal amount and interest are regular; and

* There is no overdue amount of loans granted to Companies, Firms or others parties listed in the registers maintained under Section 189 of the Companies Act, 2013.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

V. Based on our scrutiny of the Company's records and according to the information and explanations provided by the management, in our opinion, the Company has not accepted any loans or deposits, which are 'deposits' up to 31st March, 2015.

VI. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

* The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income -Tax, Sales -Tax, Wealth Tax, Service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities except in case of Service Tax, Excise Duty, Professional Tax where there were irregularities in payment to respective authorities and no statutory dues were outstanding, as at 31st March, 2015 for a period of more than six months from the date they became payable.

* According to the information and explanation given to us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or duty of customs or duty of excise or value added tax or cess, which have not been deposited on account of any dispute except

Assessment    Nature of      Amount Outstanding     Forum where dispute
Year          Liability            (Rs.)                  pending

2002-03       Income Tax          99,780/-                 ITAT

There are no amounts which are required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules there under, hence the same is not applicable.

VIII. The accumulated losses of the Company have exceeded fifty per cent of its net worth as at March 31, 2015. The Company has incurred cash loss of Rs. 50.74 lakhs during the current financial year and Rs. 15.35 lakhs in immediately preceding financial year.

IX. Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

X. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

XI. According to the records of the Company, the Company has not obtained any term loans. Hence, comments under the clause are not called for.

XII. Based on the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

                                                   For Mukund & Rohit
                                                 Chartered Accountants
                                               Registration No. 113375W

                                                   Mukund Bakshi
Place : Vadodara                                      Partner
Date : 29th May, 2015                            Membership No. 041392