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Auditor Report of Dabur India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Dabur India Limited ("the Company"), which comprise the balance sheet as at 31st March, 2015, the statement of profit and loss, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone 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 standalone 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 standalone 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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 profit and its 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 Act, 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:

a. We have sought and 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. 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.

f. In our opinion, the Company has reasonably adequate internal financial control system in place providing operating effectiveness of such controls.

g. 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 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 statements - Refer Note 21 and 23 to the financial statements.

II. The Company did not have any long-term contract including derivative contract which may lead to any foreseeable loss.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

2. a. The inventories have been physically verified at reasonable intervals during the year by management.

b. The procedure 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. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in books of accounts.

3. The Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. 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 for purchase of inventory and fixed assets and on sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any continuing failure on the part of the company to correct major weakness in internal control system.

5. The Company has not accepted any deposits from public.

6. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products of the company covered under the rules under said section have been made and maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

7. a. According to information and explanations given to us, ''the company'' is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b. the dues on account on Sales Tax, Income Tax, Excise Duty, Service Tax, Wealth Tax, Custom Duty, Value Added Tax and Cess disputed by the company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

8. ''The Company'' does not have accumulated losses at the end of the financial year. ''The company'' has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that ''the company'' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

10. ''The Company'' has given guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of ''the company''.

11. The term loans were applied for the purpose for which the loans were obtained by ''The Company''.

12. No fraud has been noticed or reported on or by ''the company'' during the year.

Name of the Statute Nature of dues Period

Sales Tax and VAT Laws Central Sales Tax, 1996-97 to 2013-14 Local Sales Tax, Value Added Tax, Entry Tax etc 1997-98 to 2003-04, 2005-06 to 2011-12

1990-91 to 2000-01,2006-07 to 2010-11 & 2012-13

Income Tax Act,1961 Income Tax 2010-11,2012-13 to 2014-15 2009-10

Central Excise Act, Excise Duty 1993 to 2001 1944 1994-2014

1994-2011

Service tax (Finance Service Tax 2001-08 Act 1994)

Name of the Statute Amount Forum where Pending rs in crs)

Sales Tax and VAT Laws 27.27 DC, AC, DETC, REV., BOARD, AA, DETC (Commissioner''s Level)

7.22 Appellate Tribunal

8.75 High Courts

Income Tax Act,1961 0.36 Assessing Officer

0.01 Commissioner (Appeal)

Central Excise Act,1944 5.15 Dy. Commissioner

11.30 Commissioner (Appeal)

106.67 Tribunal

Service tax (Finance Act 1994) 40.29 Tribunal



c. According to information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

For G.Basu & Co. Chartered Accountants Firm''s registration number: 301174E

S Lahiri Place: Jebel Ali - UAE Partner Date: May 5, 2015 Membership number: 51717


Mar 31, 2013

We have audited the accompanying financial statements of Dabur India Limited ("the Company"), which comprise the balance sheet as at 31 March 2013, 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''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 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 sufficient 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:

(a) In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

(b) In the case of the statement of profit and loss, of the profit for the year ended on that date; and

(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 Annexure a statement on the matters specified in 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 Statement 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 Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

(e) on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. (a) ''The Company'' has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

(c) Fixed assets disposed of during the year were not material enough to affect the going concern identity of the company.

2. (a) The inventories have been physically verified at reasonable intervals during the year by the management.

(b) 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) On the basis of our examination of the records of inventory, we are of the opinion that ''the company'' is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. ''The company'' has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered 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 is an adequate internal control system commensurate with the size of ''the company'' and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the company to correct major weakness in internal control system.

5. (a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with ''the company''.

6. ''The Company'' has not accepted any deposits from the public.

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

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 in respect of products of ''the company'' covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. (a) According to information and explanations given to us, ''the company'' is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

(b) There is no disputed due on account of wealth tax, and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty /Service tax disputed by the company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

Name of the Nature of dues Period Statute

Sales Tax and VAT Laws Central Sales Tax Act, 1999-00 to 2010-11 Local Sales Tax Act, Value Added Tax, Entry Tax

1997-98 to 1999-00, 2001-02 to 2003-04, 2005-06 to 2006-07, 2008-09 to 2009-10 1990-91 to 1998-99, 2006-07 to 2010-11

Income Tax Act, Income Tax 2006-07 & 2010-11 1961 1996-97 to 2002-03, 2008-09

Central Excise Act, 1944 Excise Duty 1993 to 2001, 1996 & 1998 1994-2008 1994-2011

Service tax Service Tax 2005 (Finance Act 1994) 2001-2008

Name of the Statute Amount Forum where Pending (Rs. in Lacs)

Sales Tax and VAT Laws 522.74 DC, AC, DETC, REV, Board, A, A, DETC (Commissioner''s Level

300.06 Appellate Tribunal

465.68 High Court

Income Tax Act, 1961 12.29 Assessing Officer

9.16 Commissioner (Appeal)

Central Excise Act, 1944 517.84 Dy. Commissioner

181.93 Commissioner (Appeal)

9758.92 Tribunal

Service tax 0.28 Commissioner (Appeal)

199.80 Tribunal

10. ''The Company'' does not have accumulated losses at the end of the financial year. ''The Company'' has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that ''the Company'' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. ''The company'' has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, ''the Company'' is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by ''the company'' and timely entries have been made in the records. We also report that ''the company'' has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Company''s name.

15. ''The company'' has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. The term loans taken by ''the company'' has been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. ''The company'' has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The price at which these shares were issued is not prima-facie prejudicial to the interest of the company.

19. ''The Company'' has not issued any secured debentures during the year.

20. ''The Company'' has not raised any fund through public issue during the year

21. Based on information and explanations furnished by the management, which have been relied Upon by us, there were no frauds on or by ''the company'' noticed or reported during the year.

For G.Basu & Co.

Chartered Accountants

Firm''s registration number: 301174E

Anil Kumar

Place: New Delhi Partner

Date: April 30, 2013 Membership number: 9390


Mar 31, 2012

We have audited the attached Balance Sheet of Dabur India Limited ('the Company') as at 31st March, 2012 and its Profit & Loss Account and 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 auditing standards generally accepted in India. These 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 statement. 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.

i. As required by the Companies (Auditors' Report) Order 2003, as amended, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of 'the Company' as we considered appropriate and according to the information and explanations given to us, we enclose herewith in the annexure a statement of the matter specified therein.

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

iii. 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 books of account.

iv. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

v. Balance Sheet and Profit & Loss Account have been prepared in due compliances of Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956.

vi. On the basis of written representations 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 of 'the Company' is disqualified for the Office of the director within the meaning of section 274 (1) (g) of the Companies Act, 1956.

vii. In our opinion and according to the information and explanations given to us, the said accounts read in conjunction with Schedules 1 to 22 and read with other notes appearing in Schedule "23" 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.

a) In the case of Balance Sheet, of the State of Affairs of 'the Company' as at 31st March 2012; and

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

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. a. 'The Company' has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

c. Fixed assets disposed of during the year were not material enough to affect the going concern identity of the Company.

2. a. The inventories have been physically verified at reasonable intervals during the year by the management.

b. 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. On the basis of our examination of the records of inventory, we are of the opinion that 'the Company' is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. 'The Company' has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered 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 is an adequate internal control system commensurate with the size of 'the Company' and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

5. a. Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with 'the Company.

6. 'The Company' has not accepted any deposits from the public.

7. In our opinion 'the Company' has an internal audit system commensurate with it's size and nature of its business.

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (i) (d) of the Companies Act, 1956 in respect of products of 'the Company' covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. a. According to information and explanations given to us, 'the Company' is regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

b. There is no disputed due on account of wealth tax and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty /Service tax disputed by the Company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

Name of Nature of the dues Amount Period to which Forum where dispute is pending

the Statute (Rs.in Lacs) the amount

relates

Sales Tax Classification of L.D.M. 19.72 1990-91 Pending with High Court

--do-- Classification of L.D.M. 34.19 1991-92 Pending with High Court

--do-- Classification of L.D.M. 35.08 1992-93 Pending with High Court

--do-- Sales Tax on Stock Transfer 28.60 1991-02 Pending before High Court, Patna

--do-- Classification of Hajmola Candy 27.78 1996-97 Pending before High Court, Calcutta

--do-- Classification of Hajmola Candy & Tablet 61.67 1997-98 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 25.96 1998-99 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 39.92 1999-00 Pending before Tribunal

--do-- Classification of Hajmola Candy 9.58 2000-01 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 11.66 2001-02 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 4.44 2002-03 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 5.53 2003-04 Pending before Appellate & Revision Board

--do-- Non submission of Form C 0.85 2003-04 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 5.65 2004-05 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy & Tablet 24.47 2005-06 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 81.71 2006-07 Pending before Tribunal

--do-- Disallowed of Export Sales 2.17 2006-07 Pending before Tribunal

--do-- Disallowed of Export Sales 0.37 2007-08 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 5.63 2008-09 Appeal pending before Asstt. Commissioner

--do-- Classification of Chywanprash & Isabgol 11.47 2008-09 Appeal pending before Add. Commissioner

--do-- Entry Tax matter 0.49 2003-04 Appeal pending before Asstt. Commissioner

--do-- Entry Tax matter 0.70 2004-05 Appeal pending before Asstt. Commissioner

--do-- Form F not considered 0.77 2010-11 Appeal pending before Asstt. Commissioner

--do-- Classification of Hajmola Candy 7.25 1993-94 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 7.03 1994-95 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 7.32 1997-98 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 13.15 1998-99 Writ Petition filed before High Court

--do-- Disallowed of Export Sales 6.79 2006-07 Pending before Appellate & Revision Board

--do-- Form F matter 0.33 2006-07 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 1.51 2007-08 Pending before Appellate & Revision Board

--do-- Short Tax deposited 4.59 2000-01 Under Assessing Authority

--do-- Short Tax deposited 0.82 2001-02 Under Assessing Authority

Sales Tax Short collection of Export Certificates 2.31 2003-04 Pending before Appealate & Revision Board

--do-- Dispute on Tax Rate 18.28 1999-00 Pending before Dy. Commissioner

--do-- Dispute on Tax Rate 30.12 2000-01 Pending before Dy. Commissioner

--do-- Sale Enhancement 1.38 2005-06 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 6.32 2006-07 Pending before Appellate & Revision Board

--do-- Disallowance of Form C 0.78 2002-03 Appeal pending before Asstt. Commissioner

--do-- Disallowance of Form C 1.89 2003-04 Appeal pending before Asstt. Commissioner

--do-- Disallowance of Form C 2.80 2004-05 Appeal pending before Asstt. Commissioner

--do-- Interest on Turnover Tax & Surcharge 2.85 2001-02 Pending before Tribunal

--do-- Interest on Turnover Tax & Surcharge 3.70 2002-03 Pending before Tribunal

--do-- Interest on Turnover Tax & Surcharge 0.47 2003-04 Pending before Tribunal

--do-- Tax on free issue of CHD Products 13.06 2005-06 Appeal filed with J. Commissioner

--do-- Tax on free issue of CHD Products 12.04 2006-07 Demand raised by D. Commissioner

--do-- Tax on free issue of CHD Products 1.63 2007-08 Demand raised by D. Commissioner

--do-- Form related issues 5.64 2008-09 Demand raised by D. Commissioner

--do-- Dispute on taxability on Chyawanprash 34.72 2006-07 Pending before Dy. Commissioner Appeal

--do-- Dispute on taxability on Chyawanprash 39.71 2006-07 Pending before Dy. Commissioner Appeal

--do-- Dispute on coconut oil 3.95 2005-06 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 0.92 2005-06 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.64 2006-07 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.52 2007-08 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 54.53 2008-09 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.26 2009-10 Pending before State High Court - Uttaranchal

--do-- Dispute on tax rate of Juices 111.44 2004-05 Pending before Delhi Trade & Taxation Authority

--do-- Dispute on Tax Rate 0.14 2008-09 Pending before Delhi Trade & Taxation Authority

--do-- Dispute on Entry Tax 0.30 Appeal filed with Dy. Commissioner Appeals

--do-- Security deposited at Check Post 1.13 2011-12 Pending before the Assessing Authority

--do-- Truck detainted at check post. 1.38 2007-08 Pending before Dy. Commissioner-appeal

--do-- Dispute on Form 18A 0.45 1999-00 Pending before Dy. Commissioner-appeal

--do-- Dispute on Local Tax of FEM products 2.00 2008-09 Pending before UP Trade & Taxation Authority

--do-- Dispute on taxability on odonil 2.21 2001-02 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 3.87 2000-01 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 0.90 2001-02 Pending before Dy. Commissioner-appeal

--do-- Damage destruction disallowed and 0.48 2001-02 Pending before Dy. Commissioner-appeal brand issue

--do-- Dispute on . Stock Transfer Price 13.61 2001-02 Pending before Dy. Commissioner-appeal

--do-- Dispute on Stock Transfer Price 0.58 2002-03 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 0.22 2002-03 Pending before Dy. Commissioner-appeal

--do-- Transporter related issue 4.20 2006-07 Pending before Dy. Commissioner-appeal

--do-- Truck detainted at check post 2.28 2010-11 Pending before Dy. Commissioner-appeal

--do-- Classification of Hajmola Candy & 19.24 2005-06 & 06-07 Pending before Dy. Commissioner-appeal Chyawanprash

--do-- Classification of Hajmola Candy 5.52 2007-08 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 2.23 2004-05 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Dispute on VAT charged on Glucose 26.97 2006-10 Pending before Dy. Commissioner-appeal

--do-- Dispute on VAT charged on Glucose 4.44 2005-10 Pending before Asstt. Commissioner

--do-- Dispute on Excise Information 40.01 2000-01 Pending before High Court

--do-- Penalty on Stock Transfer Price 40.00 2000-01 Pending before Tribunal

--do-- Deposit against Penalty Order 10.07 2008-09 Pending before Addl. Commissioner

--do-- Deposit against Penalty Order 9.23 2009-10 Pending before Addl. Commissioner

--do-- Dispute on Tax Invoices 25.97 2008-09 Appeal filed with Addl. Commissioner

--do-- Non submission of Form C 15.17 2006-07 Appeal filed with Dy. Commissioner

--do-- Non submission of Form F 25.06 2006-07 Appeal filed with Dy. Commissioner

--do-- Truck seized at Sales Tax Barrier 1.08 2008-09 Appeal filed with Sales Tax Board

--do-- Dispute on interest on Entry Tax 52.00 2010-11 Stay from High Court

Income Tax Demand u/s 143(3) 1.40 2008-09 CIT (A), Delhi

-do- Demand u/s 158 BFA 7.76 1996-97 to CIT (a) Mumbai

2002-03

--do-- Demand us/ 201(1A) 0.22 2006-07 -do-

--do-- -do- 286.44 2006-07 -do-

--do-- -do- 2.46 2008-09 -do-

--do-- -do- 1.37 2009-10 -do-

--do-- -do- 19.31 2010-11 -do-

--do-- Classification of Anmol Coco-nut Oil 514.60 1993-2001 Dy. Commissioner Appeals



Excise Duty Modvat on Capital goods 0.82 1996 Dy. Commissioner

--do-- Modvat on in-puts (57H) 2.42 1998 Tribunal

--do-- Hajmola Candy 113.07 2004-05 Commissioner Appeals / High Court

--do-- Classification on Animal Feed 174.75 1994-2003 Commissioner Appeals supplement

--do-- Post manufacturing expenses 0.38 2004-05 Commissioner

--do-- Classification of Janma Ghunti 79.86 1994-2000 Commissioner

--do-- Kewra Water 3.00 01/00- 02/02 Tribunal

--do-- S Tax on Royalty 125.61 04/01- 03/05 Tribunal

--do-- Service tax on ISD 176.77 05/05- 06/06 Tribunal

--do-- Service tax on FO 73.47 04/04- 12/08 Commissioner Appeals

--do-- Classification of Processed Tamarind 84.85 2004-05 Tribunal

--do-- Mahachandanadi Tail/ Erand Tail/Stimilux 3.00 05/98- 02/02 Tribunal (Suo Moto Credit)

--do-- Post Manufacturing Expenses 442.96 2002 Commissioner Appeals

--do-- Capital Goods Removal 30.22 2005-06 Tribunal

--do-- Valuation of Docetaxel /Paclitaxel 498.34 1997-2003 Tribunal

--do-- Freight on Wt average 1.91 08/01- 10/02 Commissioner

--do-- MOT Charges 4.60 04/03- 03/08 Commissioner Appeals

--do-- Classification of Gulabari/Kewra Water/2261.50 04/07- 10/10 Tribunal Shilajit Caps

--do-- Valuation of Odomos Cream 332.64 01/07 - 04/08 Tribunal

--do-- Chyawanprash Classification 2463.34 1988- 2010 Tribunal

--do-- Gulabari/Keora Water/Shilajit 8.60 2006 Tribunal

--do-- PME 0.34 2006 Commissioner (Appeal)

--do-- Modvat on Capital Goods 0.33 1996 - do -

--do-- Refund of Edu/S H Educ Cess 68.04 10/07- 07/08 Commissioner Appeals

10. 'The Company' does not have accumulated losses at the end of the financial year. 'The Company' has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that 'the Company' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. 'The Company' has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, 'the Company' is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by 'the Company' and timely entries have been made in the records. We also report that 'the Company' has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Company's name.

15. 'The Company' has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions there-of are not prima facie prejudicial to the interest of the Company.

16. The term loans taken by 'the Company' have been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. 'The Company' has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies act 1956 during the year. The price at which these shares were issued are not prima-facie prejudicial to the interest of the Company.

19. 'The Company' has not issued any secured debentures during the year.

20. 'The Company' has not raised any fund through public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by 'the Company' noticed or reported during the year.

For G BASU & CO

Chartered Accountants Firm Registration No. 301174E

ANIL KUMAR

Place : New Delhi Partner

Date : 30th April, 2012 Membership No. 9390


Mar 31, 2010

We have audited the attached Balance Sheet of Dabur India Limited (`the Company) as at 31st March, 2010 and its Profit & Loss Account and the Cash Flow Statement 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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 statement. 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.

i. As required by the Companies (Auditors Report) Order 2003, as amended, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of `the company as we considered appropriate and according to the information and explanations given to us, we enclose herewith in the annexure a statement of the matter specified therein.

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

iii. 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 books of account.

iv. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

v. Balance Sheet and Profit & Loss Account have been prepared in due compliances of Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956.

vi. On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors of `the company is disqualified for the Office of the director within the meaning of section 274 (1) (g) of the Companies Act, 1956.

vii. In our opinion and according to the information and explanations given to us, the said accounts read in conjunction with Schedules A to O and read with other notes appearing in Schedule "P" 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.

a) In the case of Balance Sheet, of the State of Affairs of `the company as at 31st March, 2010, and,

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

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. a) `The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

c) Fixed assets disposed of during the year were not material enough to affect the going concern identity of the company.

2. a) The inventories have been physically verified at reasonable intervals during the year by the management.

b) 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) On the basis of our examination of the records of inventory, we are of the opinion that `the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. `The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered 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 is an adequate internal control system commensurate with the size of `the company and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the company to correct major weakness in internal control system.

5. a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with ` the company.

6. `The Company has not accepted any deposits from the public.

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

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (i) (d) of the Companies Act, 1956 in respect of products of `the company covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. a) According to information and explanations given to us, `the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

b) There is no disputed due on account of wealth tax, and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty / Service tax disputed by the company and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:-

SALES TAX :-

Name of Nature of the dues Amount Period to which Forum where the dispute Statute (Rs. in lacs) the amount is pending relates

Sales Tax Classification of Hajmola Candy, Chyawanprash 19.24 2005-06 The Appellate D.C. (CT) -do- Demand on Hajmola Candy 62.39 1997-98 ST Appellate and Revisional Board -do- Classification of Hajmola Candy 9.58 2000-01 -do- -do- Classification of Hajmola Candy 11.66 2001-02 -do- -do- Sales Tax on Stock Transfer 26.82 1991-02 High Court, Patna -do- Classification of Hajmola Candy 5.52 2007-08 The Appellate D.C. (CT) Appeals -do- Short payment of VAT 29.84 1998-99 Dy. Commissioner Appeals -do- Short payment of VAT 117.63 2001-02 Dy. Commissioner -do- Short collection of export certificates 2.31 2003-04 Dy. Commissioner Appeals -do- Rate of Tax difference 18.28 1999-00 Dy. Commissioner Appeals -do- Intt. On TOT & Surcharge 2.84 2001-02 Pending before Tribunal -do- Intt. On TOT & Surcharge 3.70 2002-03 Dy. Commissioner Appeals -do- Rate of tax difference 30.12 2000-01 Dy. Commissioner Appeals -do- Non submission of Form C 2.21 2003-04 Dy. Commissioner Appeals -do- Non submission of Form C 0.52 2004-05 Dy. Commissioner Appeals -do- Hajmola candy/Form F 7.88 2004-05 -do- -do- Classification of Gulabari 2.77 1999-00 Dy. Commissioner Appeals -do- Classification of LDM 2.29 2000-01 Dy. Commissioner Appeals -do- Entry Tax 0.34 2003-04 Asst Commissioner Appeal -do- Entry Tax 0.49 2004-05 -do- -do- Turnover Tax CSD 0.47 2003-04 Pending before Tribunal -do- Form 18A disputed 0.45 1999-00 Dy. Commissioner -do- Hajmola Candy/ Chyawanprash 1.04 2005-06 Dy. Commissioner Appeals -do- Rate of Tax Juices 111.44 2004-05 -do- -do- Non Submission of Form F 10.22 2004-05 -do- -do- Tax imposed on Hajmola Candy 24.47 2005-06 Pending before S J Appeal & revision bond -do- Non submission of form -F 0.65 2005-06 Non submission of form -F CST 5.47 2006-07

Non submission of form & certificates 8.79 2006-07 -do- Classification of LDM 19.72 1990-91 High Court Cuttack -do- -do- 34.19 1991-92 -do- -do- -do- 35.08 1992-93 -do- -do- Hajmola Candy 7.25 1993-94 Writ Petition filled with High court Cuttack -do- -do- 7.03 1994-95 -do- -do- -do- 7.32 1997-98 -do- -do- -do- 13.15 1998-99 -do- -do- Non Submission of F Form 156.76 2005-06 Dy. Commissioner -do- Non Submission of C Form 124.20 2006-07 -do- -do- Non Submission of F Form 156.76 2006-07 -do- -do- Dispute for Coconut Oil 54.53 2008-09 Appeals pending D.C

Sales Tax Dispute for Hajmola Candy 1.97 2005-06 -do- -do- Dispute for Hajmola Candy 0.46 2005-06 -do- -do- -do- 2.27 1998-99 -do- -do- -do- 12.34 1999-00 -do- -do- -do- 4.19 2001-02 -do- -do- -do- 1.50 2002-03 -do- -do- Transporter related issue 4.20 2006-07 Pending DCCT(Appeal) -do- Truck detailed at Checkpost 0.10 2004-05 D.C.Appeal -do- Hajmola Candy 5.53 2003-04 S.T.Appeal&Provision -do- Non submission of C Forms 0.85 2003-04 -do-

INCOME TAX :-

Income Demand u/s 263/143(3) 34.80 1998-99 ITAT Tax

-do- Demand u/s 143(3) 11.68 2004-05 CIT (A), Delhi

-do- Demand u/s 158 BFA 7.76 1996-97 to CIT (A) Mumbai 2002-03

-do- Penalty u/s 271 (1) (6) 10.51 2004-05 Assessing Officer ITAT -do- Penalty u/s 271 (1) (6) 11.85 2003-04 -do-

EXCISE DUTY :-

Excise Classification of Anmol Coconut Oil 514.60 1993-2001 Dy.CommissionerAppeals Duty

-do- Modvat on Capital goods 0.82 1996 Dy.Commissioner

-do- Modvat on inputs (57H) 2.42 1998 Tribunal

-do- Hajmola Candy 113.07 2004-05 Commissioner Appeals/ High Court

-do- Classification on Animal Feed supplement 174.75 1994-2003 Commissioner Appeals

-do- Post manufacturing expenses 0.38 2004-05 Commissioner

-do- Classification of Janma Ghunti 79.86 1994-2000 Commissioner

-do- Kewra Water 3.00 01/00-02/02 Tribunal ,

Service Import of service 3.07 2004-05 Commissioner Appeals Tax

-do- S Tax on Royalty 124.17 04/01-03/05 Tribunal

-do- Service tax on ISD 13.88 05/05-06/06 Commissioner Appeals

-do- Service tax on FO 158.01 04/04-12/08 Commissioner Appeals

Excise Classification of Processed Tamarind 58.95 2004-05 Tribunal

-do- Kewra Water 3.00 2001-02 Commissioner Appeals



Excise Post Manufacturing Expenses 277.10 2002 Commissioner Appeals

-do- Capital Goods Removal 30.22 2005-06 Tribunal

-do- Valuation of Docetaxel/ Paclitaxel 498.34 1997-2003 Tribunal

-do- Freight on Wt average 1.91 08/01-10/02 Commissioner

-do- MOT Charges 4.46 04/03-03/08 Commissioner Appeals

-do- PME 29.91 10/96-09/00 Commissioner Appeals

-do- Exemption in Backward Area 259.35 2006 Tribunal

10. `The Company does not have accumulated losses at the end of the financial year. `The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that `the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. `The company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, `the Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by `the company and timely entries have been made in the records. We also report that `the company has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Companys name.

15. `The company has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions there-of are not prima facie prejudicial to the interest of the company.

16. The term loans taken by `the company have been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. `The company has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The price at which these shares were issued are not prima-facie prejudicial to the interest of the company.

19. `The Company has not issued any secured debentures during the year.

20. `The Company has not raised any fund through public issue during the year

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by `the company noticed or reported during the year.

For G. BASU & CO.

Chartered Accountants

Firm Registration No.301174E

Anil Kumar

Partner

Membership No 9390

New Delhi

18th June, 2010





 
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