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Auditor Report of Kilburn Chemicals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of KILBURN CHEMICALS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and 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 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 and presentation 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 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing, as 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, 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 the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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.

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 its Profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the notes to the financial statements:-

1. Note 21 regarding non provision of gratuity at the year end.

2. Note 24 (ii) regarding non provision of Trade Receivables of Rs.11,09,72,664/- in respect of Commodity transactions.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. 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.

2. 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 it appears from our examination of those books;

c) 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;

d) in our opinion, the aforesaid 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 and 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; and

f) 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 litigation on its financial position in the financial statements as referred to in Note 20 to the financial statements.

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

iii. The Company has transferred Rs.6, 31,462/- relating to Financial Year 2006-2007 to the Investor Education and Protection Fund with a delay of 58 days.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph-1 on Other Legal and Regulatory Requirements of our Report of even date to the members of Kilburn Chemicals Limited on the financial statements of the Company for the year ended 31st March, 2015)

On the basis of such checks, as we considered appropriate during the course of our audit, we report that:

i. a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its Fixed Assets. b) As explained to us, Fixed Assets have been physically verified by the management at regular intervals, and as informed to us no material discrepancies were noticed on such verification.

ii. The Company does not hold any inventory. Accordingly, clause 3 (ii) (a), (b) & (c) of the Order are not applicable.

iii. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, during the year (excluding outstanding unsecured loan of Rs. 2,55,01,331/- as on 31.03.2015) to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

a) No interest is being charged on the above loan as per terms of the agreement between the parties. There are no schedules as regards to repayments of Principal amount and therefore we are not in a position to make any comments as to whether or not the Company was regular in receipt of principal amount.

b) In view of our comments in Para (a) above, we are not in a position to make any comment as to whether or not there were any overdue amounts of more than Rupees One Lakh and whether any reasonable steps have been taken by the Company for recovery of the principal amount.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of wind power. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of, any continuing failure to correct major weakness in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public during the year within the meaning of sections 73 to 76 of the Act and the rules framed there under to the extent notified..

vi. As per the information and explanations given to us by the management, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for power generated by the wind mills.

vii. a) As per records of the Company and according to the information and explanations given to us, the Company is generally regular in depositing undisputed applicable statutory dues including Income Tax, Service Tax, Cess and any other statutory dues with the appropriate authorities and there are no undisputed amount payable in respect of the same which were in arrears as on 31st March, 2015 for a period of more than six months from the date the same became payable. b) According to the information and explanations given to us, the Company has not deposited the following dues on account of disputes with the appropriate authorities:

Name of Nature of Amount in Period to Forum the statue the dues Rs. which the where amount dispute is relate pending

Income Income 6,25,55,590/- Assessment Commissioner Tax Act, Tax Year of Income 1961 2012-13 Tax (Appeals), Chennai

c) 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 thereunder, has been transferred with a delay of 58 days.

viii. The Company has no accumulated losses as at end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

ix. According to the information and explanations given to us, the Company has neither taken any loan from financial institutions and banks nor issued any debentures. Accordingly, clause 3(ix) of the Order is not applicable.

x. According to the information and

explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xi. According to the information and

explanations given to us and on an overall examination of the Balance Sheet, we report that no term loan was obtained by the Company during the year.

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

For V. SINGHI & ASSOCIATES Chartered Accountants Firm Registration No. 311017E

SUNIL SINGHI Four Mangoe Lane Partner Kolkata - 700 001 Membership No. 060854 Dated : 29th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Kilburn Chemicals Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 notified under the Companies Act,1956(the Act) read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the accounting principles generally accepted in India. 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, but not for the

purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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.

Basis for Qualified Opinion Attention is drawn to the following notes in the financial statements:

1. Notes 11(i) and 11(ii) in Note 20 regarding Loans given to a Body Corporate (related party) and non charging of interest there on.

2. Note 3 (c) in Note 20 regarding outstanding Trades Receivables of Rs. 11,14,08,910/- in respect of Commodity transactions and the management being confident of recovering such dues over a period of time in view of the facts stated there under.

3. Note 3(b) in Note 20 regarding non-availability for Auditors verification and checking of certain purchase and sales invoices and warehouse receipts for the stocks of Commodities as on 31.03.2014, due to reasons explained thereunder.

4. Note 2 in Note 20 regarding no provisions having been made for possible short recoveries, against outstandings and receivables as mentioned under sub notes 2(a) to 2(d), though considered good and fully recoverable by the management.

The aggregate impact of our observations in paragraphs 1 to 4 above on the results for the year ended 31.03.2014 and the net assets position as at that date cannot be readily ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters stated in the Basis of Qualified Opinion paragraph, 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 March 31,2014.

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.

Emphasis of Matter

We draw attention to the following notes in Note 20 attached to the financial statements. Our opinion is not qualified in respect of these matters:

1. Notes 1(viii),1(ix),1(xii) and 2, regarding recognition of certain revenue and expenditure on the basis stated thereunder, certain Long and Short term loans and advances, Trade receivables and other current assets having been considered good by the management and not provided for, and other matters as referred to thereunder

2. Note 11(iii) regarding remuneration paid/ provided to Managing Director of the Company in earlier year, being in excess of the limits prescribed under law, for which the approval of the Shareholders was obtained in the Annual General Meeting held on 19.08.2013, subject to obtaining the approval of the concerned authorities. In view of the Managing Director having agreed to refund to the Company such excess remuneration, the company is not seeking the approval of the concerned authorities.

In respect of above observations the previous year''s audit report was similarly modified.

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 Section 227(4A) of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us and the books and records as produced and examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the attached Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, we report that:

a. Except for our comments in Basis of Qualified Opinion paragraph, 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, as submitted to us;

d. Except for our comments in Basis of Qualified Opinion paragraph, and read with note 1(viii) in Note 20, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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.

(Referred to in Paragraph (1) on Report on Other Legal and Regulatory Requirements of our Report of even date of KILBuRn CHEMICALS LTD. as at and for the year ended 31st March, 2014)

i. (a) The Company has, in our opinion,

maintained proper records in computer, to show full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets, as informed were physically verified by the management during the year ended 31.03.2014 and no material discrepancies were noticed on such physical verification.

(c) In our opinion, substantial part of fixed assets have not been disposed off by the company during the year.

ii. (a) The Company had no inventories either as

on 31.03.2013 or as on 31.03.2014

(b) In view of our remarks under Para (a) above, the clauses (b) and (c) of the aforesaid order are not applicable to the company for the current year.

iii. (a) According to the records of the company,

the company has not during the year granted Loans, unsecured or secured (excluding unsecured loans of Rs 2,75,01,331/- outstanding as on

01.04.2012 and 01.04.2013) to companies, firms or other parties covered in the register maintained u/s 301 of the Act.

(b) No interest is being charged on loans as referred to in Para (a) above, on loans of Rs. 2,75,01,331/- outstanding as on

31.03.2013 and 31.03.2014 as the same is intended to be accounted for on Cash basis (refer Note 1(viii)(h) in Note 20 attached to the financial statements).Any other terms and conditions on which the above loans were granted having not been mentioned, we are not in a position to comment as to whether or not the other terms and conditions of the loans granted by the company are prima facie prejudicial to the interest of the company.

(c) In respect of loans as referred to in Para(a) above granted, there were no Schedules as regards to repayments of principal amount and therefore we are not in a position to make any comments as to whether or not the company was regular in receipt of the principal amount.

(d) In view of our comments in Para (c) above, we are not in a position to make any

comment as to whether or not there were any overdue amounts of more than Rs One Lakh and whether any reasonable steps have been taken by the company for recovery of the principal amount (also refer Para (b) above ).

(e) According to the records of the Company, the Company has not taken any Loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In view of our comment in paragraph (e) above, clauses (f) and (g) of the aforesaid order, are, in our opinion, not applicable to the Company for the current year.

iv. In our opinion and on the basis of test checks carried out by us, and considering the explanations given by the management that alternative sources not being available for certain purchases and payments, it appears that there are adequate internal control system commensurate with the size of the Company and the nature of its business with respect to major purchases of fixed assets. There were no purchases of inventory and sale of goods during the year. Further, during the course of our audit we have neither come across nor have we been informed by the management or the internal auditors of any instance of major weaknesses in the aforesaid internal control system.

v. (a) According to the information and

explanations given to us and on the basis of our examination of the books of accounts, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained in pursuance of section 301 of the Companies Act 1956 have been entered in the said register.

(b) According to the information and

explanation given to us, the Company has not entered into any transactions exceeding the value of five lacs rupees in respect of any party during the year that need to be entered in the register in pursuance of section 301 of the Companies Act, 1956 and therefore, clause v(b) of paragraph 4 of the aforesaid order, is in our opinion, not applicable to the Company for the current year.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year under the provisions of section 58A, 58AA or any other relevant provisions of the Act.

vii. In our opinion, the internal audit system so as to be commensurate with the size of the Company and nature of its business needs to be improved upon as to scope and reporting.

viii. We are informed by the company that maintenance of cost records have not been prescribed under clause (d) of sub-section (i) of Section 209 of the Act.

ix. (a) According to the records of the Company,

the Company has been generally regular in depositing during the year undisputed statutory dues (to the extent applicable) including Provident Fund, Investor Education and Protection Fund (except as stated in Note 6(v) in Note 20 attached to the financial statements), Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities, though there has been some delays in depositing of tax deducted at source and service tax. According to the records of the Company, there were no arrears of outstanding statutory dues which have remained outstanding as at 31.03.2014 for a period of more than six months from the date they become payable.

(b) According to the records of the Company, and as per the information and explanations given to us, there were no dues outstanding of sales tax/ weath tax/service tax/custom duty/excise duty/cess/Income Tax which have not been deposited on account of any dispute.

x. The Company has no accumulated losses as at 31st March 2014 and has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi. The Company has not taken any loans from a financial institution or bank or debenture holders during the year.

xii. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

xiii. In our opinion, the provisions of any Special Statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments.

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

xvi. According to the records of the company, no term loans were taken by the company during the year.

xvii. On the basis of the review of utilization of funds on overall basis as on 31.03.2014, related information, explanations and statements as made available to us and as represented to us by the Management, funds available as Short Term during the year have not been used for Long Term application.

xviii. During the year the company has made preferential allotment of equity shares at the price of share which is not prejudicial to the interest of the Company to parties covered in the register maintained under section 301 of the Companies Act 1956.

xix. The Company has not issued any Debentures during the year.

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

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management or the internal auditors of the Company.

For G. P. KEJRIWAL & ASSOCIATES Chartered Accountants Firm Registration No. 302201E 5, Clive Row K. K. SINGHAL Kolkata-700001. Partner Dated : 29th May, 2014 M.No.50140


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kilburn Chemicals Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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 read together with the NOTES in NOTE 24 and the NOTES and OBSERVATIONS thereon and attached thereto, 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 March 31,2013.

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.

Emphasis of Matter

We draw attention to the following notes in Note 24 attached to the financial statements. Our opinion is not qualified in respect of these matters:

i. Notes 1(vii),1(viii) and 1(xi) regarding recognition of certain revenue and expenditure on the basis stated thereunder, provisions / adjustments for certain Long and Short term loans and advances, Trade receivables and other current assets to be made as and when such amounts are found to be irrecoverable and or amounts are determined and other matters as referred to thereunder.

ii. Note 15 regarding legal opinion for applicability of the provisions of section 295 and 372A (3) of the Companies Act, 1956 still to be obtained.

iii. Note 16 regarding remuneration paid/provided to the Managing Director of the Company, being in excess of the limits prescribed under law, for which steps are being taken either to recover or obtain the approval/consent of the concerned authorities.

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 Section 227(4A) of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us and the books and records as produced and examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the attached Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, we report that:

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account, as submitted to us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement read with Notes 1(vii),1(viii),1(xi) and 16 in Note 24 attached to the financial statements 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, 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 is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph (1) on Report on Other Legal and Regulatory Requirements of our Report of even date of KILBURN CHEMICALS LTD. as at and for the year ended 31st March, 2013)

i. (a) The Company has, in our opinion, maintained proper records in computer, to show full particulars including quantitative details and situation of fixed assets.

(b) In accordance with a programme, of verifying, the fixed assets, once in three years, the fixed assets, as informed were physically verified by the management during the year ended 31.03.2011 and the discrepancies noticed on such physical verification, which in our opinion, were not material, in relation to the operations of the Company, had been properly dealt with in the books of accounts.

(c) In our opinion, substantial part of fixed assets have not been disposed off by the Company during the year.

ii. (a) The Company had no inventories either as on 31.03.2012 or as on 31.03.2013.

(b) In view of our remarks under Para (a) above, the clauses (b) and (c) of the aforesaid order are not applicable to the Company for the current year.

iii. (a) According to the records of the Company, the Company has during the year granted Unsecured Loans of Rs. 75 Lacs (excluding opening balance of Rs. 275.01 lacs outstanding as on 01.04.2012) to a Company covered in the register maintained u/s 301 of the Act.

(b) The rate of interest charged on loans as referred to in Para (a) above, granted during the year is, in our opinion, prima facie, not prejudicial to the interest of the Company. Interest for the year receivable on loans of Rs. 275.01 lacs outstanding as on 31.03.2013 is intended to be accounted for as and when the same is received (refer Note 1(vii)(j) in Note 24 attached to the financial statements). Any other terms and conditions on which the above loans were granted having not been mentioned, we are not in a position to comment as to whether or not the other terms and conditions of the loans granted by the Company are prima facie prejudicial to the interest of the Company.

(c) In respect of loans as referred to in Para(a) above granted, there were no Schedules as regards to repayments of principal amount and therefore we are not in a position to make any comments as to whether or not the Company was regular in receipt of the principal amount.

(d) In view of our comments in Para (c) above, we are not in a position to make any comment as to whether or not there were any overdue amounts of more than Rs. One Lakh and whether any reasonable steps have been taken by the Company for recovery of the principal amount (also refer Para (b) above ).

(e) According to the records of the Company, the Company has not taken any Loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In view of our comment in paragraph (e) above, clauses (f) and (g) of the aforesaid order, are, in our opinion, not applicable to the Company for the current year.

iv. In our opinion and on the basis of test checks carried out by us, and considering the explanations given by the management that alternative sources not being available for certain purchases, it appears that there are adequate internal control system commensurate with the size of the Company and the nature of its business with respect to major purchases of fixed assets. There were no purchases of inventory and sale of goods during the year. Further, during the course of our audit we have neither come across nor have we been informed by the management or the internal auditors of any instance of major weaknesses in the aforesaid internal control system.

v. (a) In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of accounts, there were no contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(b) In view of our comments in Para (a) above, clause (b) of the aforesaid order is not applicable to the Company for the year.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year under the provisions of section 58A, 58AA or any other relevant provisions of the Act.

vii. In our opinion, the internal audit system is by and large commensurate with the size of the Company and nature of its business.

viii. We are informed by the Company that maintenance of cost records have not been prescribed under clause (d) of sub-section (i) of Section 209 of the Act.

ix. (a) According to the records of the Company, the Company has been generally regular in depositing during the year undisputed statutory dues (to the extent applicable) including Provident Fund, Investor Education and Protection Fund (except as stated in Note 8(v) in Note 24 attached to the financial statements), Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

According to the records of the Company, there were no arrears of outstanding statutory dues which have remained outstanding as at 31.03.2013 for a period of more than six months from the date they become payable.

(b) According to the records of the Company and as per the information and explanations given to us, there were no dues outstanding of sales tax/ weath tax/ service tax/custom duty/excise duty/cess/ Income Tax which have not been deposited on account of any dispute.

x. The Company has no accumulated losses as at 31st March 2013 and has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi. The Company has not taken any loans from a financial institution or bank or debenture holders during the year.

xii. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

xiii. In our opinion, the provisions of any Special Statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments.

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

xvi. According to the records of the Company, no term loans were taken by the Company during the year.

xvii. On the basis of the review of utilization of funds on overall basis as on 31.03.2013, related information, explanations and statements as made available to us and as represented to us by the Management, funds of Rs. 1145.81 Lacs available as Short Term during the year have been used for Long Term application.

xviii.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 during the year.

xix. The Company has not issued any Debentures during the year.

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

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management or the internal auditors of the Company.

For G. P. KEJRIWAL & ASSOCIATES

Chartered Accountants

Firm Registration No. 302201E

5, Clive Row K. K. SINGHAL

Kolkata-700001. Partner

Dated : 30th May, 2013 M. No. 50140


Mar 31, 2012

1. We have audited the attached Balance Sheet of Kilburn Chemicals Limited (The Company), as at 31st March,2012 and also the statement of Profit and Loss 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.

2. We conducted our audit in accordance with the 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 Companies ( Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us and the books and records as produced and examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the attached 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 which to the best of our knowledge and belief were 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account as submitted to us;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 of the Company, as on 31st March,2012, and taken on record by the Board of Directors of the Company, none of the directors is disqualified as on 31st March, 2012 from being appointed as a Director 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 our information and according to the explanations given to us the annexed accounts, subject to and read together with Note 26 and the Notes and Observations thereon and attached thereto, 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, 2012;

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

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (3) of our Report of even date of KILBURN CHEMICALS LIMITED as at and for the year ended 31st March, 2012).

(i) (a) The Company has, in our opinion

maintained proper records in computer, to show full particulars including quantitative details and situation of fixed assets.

(b) In accordance with a programme, of verifying, the fixed assets, once in three years, the fixed assets, as informed were physically verified by the management during the year ended 31.3.2011 and the discrepancies noticed on such physical verification, which in our opinion, were not material, in relation to the operations of the company, had been properly dealt with in the books of accounts. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(c) The company has disposed off its Chemical Division at Tuticorin, Tamil Nadu on a slump sale basis. The accounts have been prepared on the concept that company will continue as going concern.

(ii) (a) The inventories lying with the

Company, as informed, have been physically verified by the management during the year. There was no inventory at the end of the year.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventories and according to the records of the Company, the

discrepancies noticed on physical verification of stocks as compared to book records, which in our opinion, were not material, in relation to the operations of the Company, have been properly dealt with in the books of accounts.

(iii) (a) According to the records of the

Company, the Company has neither granted nor taken any loans, secured or unsecured, during the year to and from the Companies, firms, or other parties covered in the register maintained under Section 301 of the Act. Loan given in earlier years to One such Company is outstanding{year end balance(maximum during the year) Rs.2,75,01,331/-}.

(b) In our opinion and according to the information and explanations given to us, the rate of interest on which loans have been granted, are prima facie not prejudicial to the interest of the company.

(c) In absence of any stipulations and other terms and conditions for repayments of loans, we are unable to comment on the other matters stated in Para (b) and Paras (c) and

(d) of clause (iii) of the aforesaid order.

(d) According to the records of the Company, the Company has not taken any Loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(e) In view of our comment in paragraph

(iii) (d) above, clauses (iii) (f) and (g) of the aforesaid order, are, in our opinion, not applicable to the Company for the current year.

(iv) In our opinion and on the basis of test checks carried out by us, and considering the explanations given by the management that alternative sources not being available for certain purchases/services, it appears that

there are adequate internal control system commensurate with the size of the Company and the nature of its business with respect to major purchases of inventory and fixed assets and for the sale of goods and services. Further, during the course of our audit we have neither come across nor have we been informed by the management of any instance of major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the

information and explanations given to us and on the basis of our examination of the books of accounts, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have bean entered in the said register.

(b) In our opinion and according to the information and explanations given to us and considering the explanations given by the management that market prices not being available for transactions exceeding the value of five lakh rupees in respect of each party during the year, we are unable to comment as to whether or not such transaction have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year under the provisions of Sections 58A, 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the internal audit system is by and large commensurate with the size of the company and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounts and records as prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act, have been made and maintained. However, we

have not carried out a detailed examination of the said accounts and records.

(ix) (a) According to the records of the

Company, the Company has been generally regular in depositing during the year undisputed statutory dues (to the extent applicable) including Provident Fund, Investor Education and Protection Fund (subject to Note

7), Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

According to the records of the Company, there were no arrears of outstanding statutory dues which have remained outstanding as at

31.03.2012 for a period of more than six months from the date they became payable.

(b) According to the records of the Company and as per the information and explanations given to us, there were no dues outstanding of sales tax / wealth tax/ service tax / custom duty / excise duty / cess / Income Tax which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses as at 31s' March 2012 and has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the records of the Company and as per the information and explanations given to us, there have been some delays(ranging from three days to thirty one days) in repayment of Rs. 1,56,42,858/- in term loans and interest to banks, relating to the months April' 2011 and July' 2011 and there were no outstanding over dues as on 31.03.2012.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares,

debentures and other securities during the year.

(xiii) In our opinion, the provisions of any Special Statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

(xvi) According to the records of the company, no fresh term loans were taken by the company during the year.

(xvii) On the basis of review of utilization of funds on overall basis as on 31.03.2012, related information, explanations and statements as made available to us and as represented to us by the Management, funds available as Short Term during the year have not been used for Long Term application.

(xviii) 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 during the year.

(xix) The Company has not issued any Debentures during the year.

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

(xxi) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management or the internal auditors of the Company.

For G. P. KEJRIWAL & ASSOCIATES Chartered Accountants Firm Registration No. 302201E

5, Clive Row K. K. SINGHAL

Kolkata-700001. Partner

Dated : 12th July, 2012 M. No. 50140


Mar 31, 2010

We have audited the attached Balance Sheet of Kilburn Chemicals Ltd, as at 31 st March, 2010 and also the profit and 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 the 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.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us and the books and records as produced and examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the attached Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in Paragraph 3 above:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were 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, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account as submitted to us;

(d) In our opinion, the Balance Sheet, Profit & Lose Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3d) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors of the Company, as on 31 st March, 2010, and taken on record by the Board of Directors of the Company, none of the Directors of the Company is disqualified as on 31st March, 2010 from being appointed as a Director 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 annexed accounts, subject to and read together with the Notes in Schedule 26 and the Notes and Observations thereon and attached thereto, 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 31 st March, 2010;

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

(iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph (3) of our Report of even date of KILBURN CHEMICALS LIMITED as at and for the year ended 31st March, 2010).

(i) (a) The Company is, in our opinion, maintaining proper records in computer, to show full particulars including quantitative details and situation of fixed assets.

(b) In accordance with a programme, decided during the previous year, of verifying, the fixed assets, once in three years, the fixed assets as informed are to be physically verified by the management during the year ended 31- 03-2011. The periodicity of physical verification, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) In our opinion, and according to the information and explanations given to us, the fixed assets disposed off during the year were not substantial part of fixed assets so as to affect the going concern status of the company.

(ii) (a) The inventories lying with the Company have been physically verified by the management during the year/year end.

(b) In our opinion, 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) In our opinion, the Company is maintaining proper records of inventories and according to the records of the Company, the discrepancies noticed on physical verification of stocks as compared to book records, which in our opinion, were not material, in relation to the operations of the Company, have been properly dealt with in the books of accounts.

(iii) (a) According to the records of the Company, the Company has neither granted nor taken any loans, secured or unsecured to and from the Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In view of our comments in paragraph (iii) (a) above, clauses (iii) (b) to (g) of Paragraph 4 of the aforesaid order, are, in our opinion, not applicable to the Company for the current year.

(iv) In our opinion and on the basis of test checks carried out by us, and considering the explanations given by the management that alternative sources not being available for certain purchases/services, it appears that there are adequate internal control system commensurate with the size of the Company and the nature of its business with respect to major purchases of inventory and fixed assets and for the sale of goods and services. Further, during the course of our audit we have neither come across nor have we been informed by the management or the internal auditors of the Company, of any instance of major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of accounts, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been entered in the said register.

(b) In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions exceeding the value of five lakh rupees in respect of any party during the year that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and therefore, Clause v(b) of Paragraph 4 of the aforesaid order, is in our opinion, not applicable to the Company for the current year.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year under the provisions of Sections 58A, 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the internal audit system is by and large commensurate with the size of the Company and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounts and records as prescribed by the Central Government under Clause(d) of Sub- section(1) of Section 209 of the Act have been made and maintained. However, we have not carried out a detailed examination of the said accounts and records.

(ix) (a) According to the records of the Company, the Company has been generally regular in depositing during the year undisputed statutory dues (to the extent applicable) including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the records of the Company there were no arrears of outstanding statutory dues which have remained outstanding as at 31.3.2010 for a period of more than six months from the date they became payable.

(b) According to the records of the Company and as per the information and explanations given to us, the dues outstanding of sales tax / wealth tax/ service tax / custom duty / excise duty / cess / Income Tax which have not been deposited on account of any dispute are as follows:

Name of Nature of Amount Period to Forum where Statue Dues (Rs) which it dispute is relates to pending

Central Service 9.66 January, The commissioner Excise Tax Lacs 2005 of Central Excise Act to March, (Appeals), 2008 Madurai

Income Income 92.97 Year The commissioner Tax Tax Lacs ended of Income Tax Act,1961 31-03-2007 (Appeals), Chennai

We have been informed that except as stated above there are no other amounts which have not been deposited on account of disputes.

(x) The Company has no accumulated losses as at 31st March, 2010 and has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the records of the Company and as per the information and explanations given to us, there has been delays in repayment of dues (Term Loans) of Rs. 497.10 Lacs relating to the period from May,2009 to March,2010 to Banks during the year and there were outstanding overdues of Rs 31.85 Lacs as on 31-03-2010 (Since paid)

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

(xiii) In our opinion, the provisions of any Special Statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/ Societies are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

(xvi) On the basis of review of utilisation of funds pertaining to term loans on overall basis as on 31.03.2010 and related information, explanations as made available to us and as represented to us by the management, the term loans taken by the Company during the year were applied during the year for the purpose for which the loans were obtained.

(xvii) On the basis of review of utilisation of funds on overall basis as on 31.3.2010, related information, explanations and statements as made available to us and as represented to us by the Management, funds available as Short Term during the year have not been used for Long Term application.

(xviii) 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 during the year.

(xix) The Company has not issued any Debentures during the year.

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

(xxi) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed pf such case by the management or the internal auditors of the Company.

For G. P. KEJRIWAL & ASSOCIATES Chartered Accountants

Firm Registration No. 302201E

5, Clive Row K. K. SINGHAL

Kolkata-700001. Partner

Dated :6th August, 2010 M. No. 50140

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