Auditor Report of Futuristic Offshore Services & Chemical Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD. which comprise the Balance Sheet as at March 31, 2014, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of Significant Accounting Policies and other explanatory information

Management responsibility for the Financial Statements

Management is responsible for the preparations of these statements that give a true and fair view of the financial positions, financial performance of the company in accordance with the 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 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 on 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 representation 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that audit evidence we have obtained is sufficient and appropriate to provide 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:

(a) In the case of the Balance Sheet, of affairs of the Company as at March 31,2014;

(b) In the case of the Profit and Loss Account, of the LOSS for the year ended on that date;

(c) In the case of the Cash Flow Statement of the cash Flows 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(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 statement on the matters specified in the paragraphs 4 and 5 of the 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, Statement of Profit and Loss and Cash Flow dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow 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 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 notification 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 has to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

1. In respect of its fixed assets:

a. On the basis of available information the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b. As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off fixed assets during the year.

2. In respect of its inventories:

As per the information and explanations given to us, during the year under review the company has not carried out Operations and inventory.

3. (a) The Company has taken loans / advances from parties covered in the register maintained under section 301 of the Act whose maximum balance and yearend balance is Rs. 1,794.61 lacks and Rs. 1,726.16 lacks respectively.

(b) There is no stipulation as the rate of interest, repayment or other terms and conditions of loan / advances taken by the company from or to parties covered under register maintained under section 301 of the act. We are unable to comment on the regularity of the repayment of principal, payment of interest and overdue amount.

4. 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 Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. However during the period under review company does not have any operations.

5. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.''

6. According to the information and explanations given to us the Company has not accepted any deposits from the public during the year.

7. In our opinion and according to information and explanations given to us the company is not regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax and any other statutory dues with the appropriate authorities and disputed liabilities of income tax / sales tax / cess have not been deposited (see Note 28)

8. The company has incurred cash losses during the year under review. In the preceding financial year also company has incurred cash losses. As over all in the earlier years Company net worth had been fully eroded; as a result the company had approached to the Board of Industrial Financial Restructuring (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. In October,2012 BIFR circulated Draft Rehabilitation Scheme (DRS) for inviting objections.

9. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

11. The company is not dealing or trading in shares, securities, debentures and other investments. All the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

12. According to the information and explanations given to us company has not given any guarantee for loans taken by others from bank or financial institutions during the year to any other party.

13. The Company has not raised any new term loans from financial institutions and/or banks during the year.

14. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not raised any short term and/or long term funds from banks and/or financial institutions.

15. 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.

16. The Company has not raised any money by way of public issue during the year.

17. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, which causes the financial statements to be materially misstated.

For P. V. Dalai & Co. Chartered Accountants Firm Registration No.: 102049W

CA Paresh Dalai Place: Mumbai Proprietor Date: 11th June, 2014 Membership No. : 033355

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Mar 31, 2012

1. We have audited the attached Balance Sheet of the FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD. as at 31st March 2012, also the Profit and Loss Account and 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.

2. 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing 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.

3. As required by the Manufacturing and Other 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 on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above :

(a) We have obtained all the information and explanations, to the best of our knowledge and belief which necessary for the purposes 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 the books;

(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and the Profit and Loss Account 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 representations received from the directors stating they are not disqualified in terms of provision of section 274 (1)(g), and taken on record by the Board of Directors, as on March 31, 2012, we report that none of the Directors are disqualified in terms of clause (g) of sub-section (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, the accounts read together with notes there on, gives 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

(ii) In the case of the Statement of Profit and Loss Account, of the Loss for the year ended on that date.

(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 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD.

1. In respect of its fixed assets:

a. On the basis of available information the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off fixed assets during the year.

2. In respect of its inventories:

During the year under the review, as the company has not carried out any operational activities, the company has no inventories at any point of time

3. (a) The Company has taken interest free loans from parties covered in the register maintained under section 301 of the Company Act 1956, whose maximum amount involved during the year was Rs. 1,766.23 lacs and yearend balance of loans taken from Such Parties was Rs. 1,736.93 lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of loans taken, repayment of the principal amount is as stipulated.

4. The Company has given interest free loans to parties covered in the register maintained under section 301 of the Act 1956 whose maximum amount involved during the year was Rs.19.35 lacks and yearend balance of loans taken from such Parties was Rs. 19.35 lacks

5. 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 Company and the nature of its business for the purchase of inventory, fixed assets and Also for the sale of goods. However during the year under review company partly operated.

6. in our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts Or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanations given to us we unable to form our opinion that transactions. Have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. According to the information and explanations give to us the Company has not accepted any deposits from the public during the year.

8. According to the information and explanations given to us The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company And records have not been made and maintained as company has not carried out any operational activities during the year Under review.

9. In our opinion and according to information and explanations given to us the company is not regular in depositing undisputed Statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax and any other Statutory dues with the appropriate authorities (see 11(a) of Note No 23) and disputed liabilities of income tax/sales tax/Cess have not been deposited (see note no 11(b) of Note No. 23)

10. During the year under review the Company has incurred cash Loss and immediately preceding financial year company has made Cash Profit. As over all in the earlier years company net worth had been fully eroded; as a result the company had approached to the Board of Industrial Financial Restructuring (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. BIFR has passed its order as evident from the records of the company and instructed State Bank of India (SBI) has submitted viability report.

11. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

13. The company is not dealing or trading in shares, securities, debentures and other investments. All the shares, securities, Debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if Any, granted under section 49 of the Act.

14. According to the information and explanations given to us company has not given guarantee for loans taken by others from Bank or financial institutions

15. During the year under the review the Company has not raised any new term loans from financial institutions and/or banks.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not raised any short term and/or long term funds from banks and/or Financial institutions.

17. 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.

18. During the year under the review the Company has not issued the debentures.

19. During the year under the review the Company has not raised any money by way of public issue.

20. in our opinion and according to the information and explanations given to us, no fraud on or by the Company has been Noticed or reported during the year, which causes the financial statements to be materially misstated.



For P. V. DALAL & CO.

Chartered Accountants Firm Registration No.: 102049W

Paresh Dalal Proprietor Membership No. 033355

Place : Mumbai Date : 28th August, 2012.

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Mar 31, 2010

1. We have audited the attached. Balance Sheet of the FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD. as at 31st March 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing 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.

3. As required by the Manufacturing and Other Companies (Auditors 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 on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above:

(a) we- have obtained all the information and explanations, to the best of our knowledge and belief which necessary for the purposes 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 the books;

(c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and the Profit and Loss Account 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 representations received from the directors, stating they are not disqualified in terms of provision of section 274 (1) (g) and taken on record by the Board of Directors, as on March 31,2010, we report that none of the Directors are disqualified in terms of clause (g) of sub-section (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, subject to Schedule No. 20 & 21 the 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

(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 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD.

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off fixed assets during the year.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancy noticed on physical verification of inventory as compared to the book records.

3. (a) The Company has taken loans / advances from five parties covered in the register maintained under section 301 of the Act during the year to the tune of Rs. 803.57 lacs whose maximum balance outstanding at any time during the year is Rs. 1,876.05 lacs and whose closing balance at the end of year is Rs. 1,876.05 lacs.

(b) There is no stipulation as the rate of interest, repayment or other terms and conditions of loan / advances taken by the company from or to parties covered under register maintained under section 301 of the act. We are unable to comment on the regularity of the repayment of principal, payment of interest and overdue amount.

4. 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 Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. However during the period under review company does not have any operations.

5. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanations given to us we unable to form our opinion that transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations give to us the Company has not accepted any deposits from the public during the year.

7. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company and records have not been made and maintained as company has no operation during the period under review.

8. In our opinion and according to information and explanation given to us the company is not regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income- tax, Sales-tax and any other statutory dues with the appropriate authorities (see note no 12(a) of and disputed liabilities of income tax / sales tax / income tax / cess have not been deposited (see note no 12(b) of Schedule No 21)

9. The company has incurred cash loss during the year under review. In the preceding financial year also company has incurred cash losses. As over all in the earlier years Company net worth had been fully eroded; as a result the company had approached to the Board of Industrial Financial Restructuring (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. BIFR has passed its order as evident from the records of the company and instructed State Bank of India (SBI) to submit viability report, which is yet to be submitted.

According to the information and explanation given to us the company has availed one time settlement scheme of the various banks and financial institutions; the company has received Non Dues Certificate from the said banks and financial institutions. Total outstanding form the said banks and financial institutions were Rs 4510.74 lacs (whereas OTS amount Rs 1378.56 lacs): Company has reversed interest portion of Rs. 2414.98 lacs & principle potion of Working Capital Loan Rs 491.80 lacs in the profit and loss account, however with regards to principal component of Rs 225.40 lacs on term loans , its transferred to capital reserve. With regards to the Debenture Redemption Reserve Fund of Rs 85.00 lacs is also transferred to General Reserve on account of OTS with debenture holders.

10. In our opinion and according to the information and explanation given to us, no loans and advandtes have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

11. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

12. The company is not dealing ortrading in shares, securities, debentures and other investments. All the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

13. According to the information and explanations given to us company has not given any guarantee for loans taken by others from bank or financial institutions during the year to any other party.

14. The Company has not raised any new term loans from financial institutions and/or banks during the year.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not raised any short term and/or long term funds from banks and/or financial institutions.

16. 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.

17. After relying on the previous auditors report we state that company has created charge in respect of debentures issued and no new debentures issued during the year.

18. The Company has not raised any money by way of public issue during the year.

19. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, which causes the financial statements to be materially misstated.

For Rahul Singhvi & Associates

Chartered Accountants

Firm Registration No. 120109W

Sourabh Agrawal

Place : Mumbai Partner

Date : October 05, 2010 Membership No.112001