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Auditor Report of Sicagen India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sicagen India 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 period 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 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 Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includes the 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 the 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 internal financial control, 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 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 judgement, including the assessment of the risks of material misstatements 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 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 accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these 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 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 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 Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014; and

e. On the basis of 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.

f. With respect to other matters 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 provided to us :

(i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34 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) There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

1. In respect of its Fixed Assets:

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

b. All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. In respect of its inventories :

a. The inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

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

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

3. In our opinion, 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 the purchase of fixed assets, inventory and for the sale of goods and services. 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 weaknesses in the internal control system.

5. The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 of the Companies Act., 2013 and the rules framed there under are not applicable

6. The Company is maintaining cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act.

7. In respect of statutory dues:

a. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues, including Provident Fund, Employees State Insurance Scheme, Income Tax, Service Tax, Customs Duty and other material statutory dues as applicable, have during the year been regularly deposited by the Company with the appropriate authorities. There are no undisputed amounts in excess of 6 months that remain unpaid.

b. As at 31st March, 2015 according to the records of the Company, the following are the particulars of the disputed dues on account of Income tax. There were no disputed amounts payable in Sales tax, custom duty and wealth-tax matters.

Nature Forum where Amount in Period to which of Dues dispute is dispute the amount relates pending (Rsin lakhs) (Assessment year)

Income Tax ITAT 200 2009-10

Income Tax ITAT 1,699 2011-12

c. According to the information and explanations given to us, there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder.

8. The company does not have accumulated losses as at 31st March, 2015; it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by management, we are of opinion that the company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

10. 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.

11. According to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

12. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For CNGSN & ASSOCIATES LLP Chartered Accountants F.R.No.004915S

C N GANGADARAN Partner Memb.No.11205

Place: Chennai Date: 19. 05. 2015


Mar 31, 2014

We have audited the accompanying financial statements of M/s SICAGEN INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2014, 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

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 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section133 of the Companies Act, 2013. 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 judgement, including the assessment of the risks of material misstatements 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 entity''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 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 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 the Balance Sheet, of the state of affairs of the Company as at 31st March 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act,1956 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 Companies Act, 1956 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 read with the General Circular 15/2013 dated 13 September 2013 of Ministry of Corporate Affairs in respect of Section133 of the Companies Act, 2013.; and

e. on the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, 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

The Annexure referred to in our report to the members of M/s SICAGEN INDIA LIMITED ("the Company") for the year ended 31st March 2014. We report that:

1. In respect of its Fixed Assets:

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

b. All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. The fixed assets disposed of during the year do not constitute a substantial part of the fixed assets of the Company and such disposal, in our opinion has not affected the going concern status of the Company.

2. In respect of its inventories :

a. The inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

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

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

3. In our opinion, the Company has neither granted nor taken any loans, secured or unsecured from/ to the Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

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 the purchase of fixed assets, inventory and for the sale of goods. 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 weaknesses in the internal control system.

5. In respect of contracts or arrangements referred to in Section 301 of Companies Act, 1956

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

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party during the year have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time, as per information available with the Company.

6. The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58AA of the Companies Act., 1956 and the rules framed there under are not applicable

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues, including Provident Fund, Employees State Insurance Scheme, Income Tax, Service Tax, Customs Duty and other material statutory dues as applicable, have during the year been regularly deposited by the Company with the appropriate authorities. There are no undisputed amounts in excess of 6 months that remain unpaid.

b. As at 31st March, 2014 according to the records of the Company, the following are the particulars of the disputed dues on account of Income tax. There were no disputed amounts payable in Sales tax, custom duty and wealth- tax matters.

Forum where Amount in dispute Period to which Nature of dispute is pending (Rs. in lakhs) the amount Dues relates (Assessment year)

Income Tax ITAT 200 2009-10

Income Tax CIT (A) 1699 2011-12

10. The company does not have accumulated losses as at 31st March 2014; it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by management, we are of opinion that the company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

12. According to the information and explanation given to us, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and to the best of our information and according to the explanations provided by the management, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) do not apply to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable.

15. 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.

16. According to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on a short term basis have not been used for long term investments.

18. During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order, 2003 is not applicable.

19. The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20. The Company has not raised any money by way of public issue during the period. Hence in our opinion Clause 4(xx) of the Companies (Auditors Report) Order, 2003 (as amended) is not applicable to the Company.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For CNGSN & ASSOCIATES Chartered Accountants F.R.No.004915S

Place: Chennai C N GANGADARAN Dated: 27th May 2014 Partner Memb.No.11205


Mar 31, 2013

We have audited the attached Balance Sheet of M/s Sicagen India Limited, as at 31st March 2013 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date. 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. 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 (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. 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;

ii. 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;

iii. The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account 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, to the extent applicable;

v. On the basis of written representations received from the directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31s'' 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 ;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31s1 March 2013;

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

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

Annexure: As Referred to in our report of even date.

1. a) The Company has maintained proper records

showing full particulars including quantitative details and the situation of fixed assets except in certain divisions which are being updated.

b) All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company is not affected.

2. a) Inventories have been physically verified during

the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records have been properly dealt with in the books.

3. In our opinion, the Company has neither granted nor taken any loans, secured or unsecured from/ to the Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. a) In our opinion and according to the information

and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 and exceeding the value of Rs.5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8. The Central Government has not prescribed maintenance of any cost records under Section 209(1) (d) of the Companies Act, 1956.

9. a) The Company is regular in depositing Provident

Fund, Employees'' State Insurance, Income tax, Sales tax dues and Service tax dues with the appropriate authorities, and according to the information and explanations given to us, there were no undisputed statutory dues payable which have remained outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

10. The Company does not have accumulated losses as at 31st March, 2013; it has not incurred any cash losses during the financial year ended on that date or in the immediately preceeding financial year.

11. Based on our audit procedures and on the information and explanations given by management, we are of opinion that the Company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

12. According to the information and explanation given to us, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. As per the information and explanation given to us, the Company has obtained Term Loans during the year and has applied it for the purpose for which it is obtained.

17. According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, short-term funds have not been applied for long term purposes.

18. During the year the Company has not made any preferential allotment of shares to the parties and the Companies covered in the register maintained under Sec. 301 of the Companies Act, 1956, Accordingly, clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

19. The Company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20. The Company has not raised any money through public issue of equity shares during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For CNGSN & ASSOCIATES

Chartered Accountants

F.R.NO.004915S

Place : Chennai C N GANGADARAN

Date :8th May 2013 Partner

Membership No. 11205


Mar 31, 2012

We have audited the attached Balance Sheet of M/s Sicagen India Limited, as at 31 March 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. 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. 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i 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:

ii 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.

iii The Balance Sheet, the Profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account:

iv In our opinion, the Balance Sheet, profit and loss account 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, to the extent applicable:

v On the basis of written representations received from the directors, as on 31 March 2012, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 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:

vi The company has not provided for the cess payable under Sec. 441 A of the Companies Act, 1956 as the notification regarding rate and mode of payment has not been received.

vii In our opinion and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a In the case of Balance Sheet, of the state of affairs of the company as at 31 March 2012; b In the case of Profit and Loss account, of the PROFIT for the year ended on that date; and c In case of cash flow statement, of the cash flows for the year ended on that date.

1 a The company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets except in certain divisions which are being updated.

b All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

2 a Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3 In our opinion, the company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

4 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5 a In our opinion and according to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Sec. 301 of the Companies Act, 1 956 and exceeding the value of Rs 5,00,000 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA of the Companies Act., 1956 and the rules framed there under are not applicable.

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

8 The Central Government has not prescribed maintenance of any cost records under section 209(1) (d) of the Companies Act., 1956.

9 a The Company is regular in depositing Provident Fund, Employees' State Insurance, Income tax, Sales tax dues and Service tax dues with the appropriate authorities, and according to the information and explanations given to us, there were no undisputed statutory dues payable which have remained outstanding as at 31 March 201 2 for a period of more than six months from the date they became payable.

b As at 31 March 201 2 according to the records of the Company, the following are the particulars of the disputed dues on account of Income tax. There were no disputed amounts payable in Sales tax, custom duty and wealth-tax matters.

Nature Amount Period to which the of dues Payable amount relates (in Rs.) (Assessment year)

Income Tax 437 lakhs 2009 -10

10 The company does not have accumulated losses as at 31 March 2012: it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11 Based on our audit procedures and on the information and explanations given by management, we are of opinion that the company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

12 According to the information and explanation given to us, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 According to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15 The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16 As per the information and explanation given to us, the company has obtained Term loans during the year and has applied it for the purpose for which it is obtained.

17 According to the information and explanation given to us and on overall examination of the balance sheet of the company, short-term funds has not been applied for long term purposes.

18 During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19 The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20 The company has not raised any money through public issue of equity shares during the year.

21 According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place Chennai For CNCSN & ASSOCIATES

Dated 28 May 2012 Chartered Accountants

F.R.N0.004915S

C N GANGADARAN

Partner

Membership Number: 11205


Mar 31, 2010

We have audited the attached Balance Sheet of Ws Sicagen India Limited, as at 31 March 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. 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. 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 issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i 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;

ii 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.

iii The Balance Sheet, the Profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv In our opinion, the Balance Sheet, profit and loss account 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, to the extent applicable;

v On the basis of written representations received from the directors, as on 31 March 2010, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 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;

vi The company has not provided for the cess payable under Sec. 441 A of the Companies Act, 1956 as the notification regarding rate and mode of payment has not been received.

vii In our opinion and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a In the case of Balance Sheet, of the state of affairs of the company as at 31 March 2010; b In the case of Profit and Loss account, of the PROFIT for the year ended on that date; and c In case of cash flow statement, of the cash flows for the year ended on that date.

Annexure: As Referred to in our report of even date.

1 a The company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets except in certain divisions which are being updated.

b All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

2 a Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3 In our opinion, the company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

4 in our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5 a In our opinion and according to the information and explanation given to us, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts ot arrangements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA of the Companies Act 1956 and the rules framed there under are not applicable.

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

8 The Central Government has not prescribed maintenance of any cost records under section 209(1) (d) of the Companies Act 1956.

9 a The Company is regular in depositing Provident Fund, Employees State Insurance, Income tax, Sales tax dues and Service tax dues with the appropriate authorities, and according to the information and explanations given to us, there were no undisputed statutory dues payable which have remained outstanding as at 31 March 2010 for a period of more than six months from the date they became payable.

b As at 31 March 2010 according to the records of the Company, the following are the particulars of the disputed dues on account of sales-tax. There were no disputed amounts payable in income-tax, custom duty and wealth-tax matters.

Nature of Dues Amount Payable Period to which the amount ralates (Assessment year)

Sales Tax Rs.1.72 lakhs 2004-05

10 The company does not have accumulated losses as at 31 March 2010; it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11 Based on our audit procedures and on the information and explanations given by management, we are of opinion that the company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

12 According to the information and explanation given to us, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 According to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15 The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16 As per the information and explanation given to us, the company has not obtained any Term loans during the year.

1 7 According to the information and explanation given to us and on overall examination of the balance sheet of the company, short-term funds has not been applied for long term purposes.

18 During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19 The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20 The company has not raised any money through public issue of equity shares during the year.

21 According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For CNCSN & ASSOCIATES

Chartered Accountants

Place Chennai CN CANCADARAN

Dated 29 May 2010 Partner

Membership number: 11205 F.R.No.0049155

 
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