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Auditor Report of Sunshield Chemicals Ltd.

Mar 31, 2016

We have audited the internal financial controls over financial reporting of SUNSHIELD CHEMICALS LIMITED

("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deeds provided to us, we report that, the title deeds, comprising all the immovable properties of lands which are freehold and building thereof are in the name of the Company.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

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

(iv) The Company has not granted any loans, made investments or provided guarantees or securities and hence reporting under clause (iv) of CARO 2016 is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year.

(vi) The maintenance of cost records has been prescribed by the Central Government under section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Act 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.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and any other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on March 31, 2016 on account of disputes except as given below:

Name

of

Statute

Nature

of

Dues

Forum

where

Dispute

is

Pending

Period to which the Amount Relates (Rs, in Lacs)

Amount

Involved

(Rs, in Lacs)

Income Tax Act, 1961

Income

Tax

including

Interest

Commissioner of Income Tax

(Appeals)

Assessment

Year

2011-2012

2.48

Income Tax Act, 1961

Income

Tax

including

Interest

Commissioner of Income Tax

(Appeals)

Assessment

Year

2012-2013

2.38

Name

of

Statute

Nature

of

Dues

Forum

where

Dispute

is

Pending

Period to which the Amount Relates (Rs, in Lacs)

Amount

Involved

(Rs, in Lacs)

Income Tax Act, 1961

Income

Tax

including

Interest

Commissioner of Income Tax

(Appeals)

Assessment

Year

2013-2014

4.61

Maharashtra Value Added Tax Act, 2002

Value

Added

Tax

including

interest

Joint

Commissioner of Sales Tax

(Appeals)

2006-07

25.56

Central Sales Tax Act,

1956

Sales Tax

including

interest

and

penalty

Joint

Commissioner of Sales Tax

(Appeals)

2006-07

607.21

Central Sales Tax Act,

1956

Sales Tax

Joint

Commissioner of Sales Tax

(Appeals)

2007-08

78.09

Maharashtra Value Added Tax Act, 2002

Value Added Tax including interest and penalty

Joint

Commissioner of Sales Tax

(Appeals)

2009-10

141.07

Central Sales Tax Act,

1956

Sales Tax including interest

Joint

Commissioner of Sales Tax

(Appeals)

2009-10

378.65

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks. The company has not taken any loans or borrowings from financial institutions and government. The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of CARO 2016 is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm''s Regn. No. 117366W/W-100018)

Ketan Vora

Partner

Membership Number: 100459

Mumbai, May 30, 2016


Mar 31, 2015

1. We have audited the accompanying financial statements of Sunshield Chemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial

Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the Company's preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

7. In our opinion and to the best of our information and accordingto 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 atMarch 31,2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

9. 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 purposes ofouraudit;

(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 March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015 from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice - Also refer Note 27.1 (i) 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 AUDITORS' REPORT (Referred to in paragraph 8 under "Report on Other Legal and Regulatory Requirements" section of our report of even date to the Members of Sunshield Chemicals Limited on the financial statements for the year ended March 31, 2015)

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.

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

2. In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clauses (a), and (b) of clause (iii) ofthe Order are notapplicable to the Company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in such internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposit during the year.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended prescribed by the Central Government under sub section (1)of Section 148 of the Companies Act, 2013, and are ofthe opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, value added tax, custom duty, excise duty, cess and any other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, duty of customs, duty of excise, cess and other material statutory dues in arrears, as at March 31,2015 for a period of more than six months from the date they became payable.

(c) There are no dues of income tax, sales tax, wealth tax, service tax, custom duty, duty of excise duty, value added tax and cess which have not been deposited as on March 31, 2015 on account of disputes except as given below:

Forum Period to Name Nature where which the Amount of of Dispute Amount Involved Statute Dues is Relates (Rs. in Lacs) Pending (Rs. in Lacs)

Income Income Commiss- Assessment 58.89 Tax Act, Tax ioner of Year 1961 including Income 2007-2008 interest Tax and Appeals) penalty

Income Income Commiss- Assessment 2.48 Tax Act, Tax ioner of Year 1961 including Income 2011-2012 Interest Tax (Appeals)

Income Income Commiss- Assessment 2.38 Tax Act, Tax ioner of Year 1961 including Income 2012-2013 Interest Tax (Appeals)

Maharashtra Value Joint 2006-07 25.56 Value Added Tax Commiss- Added including ioner of Tax Act, interest Sales Tax 2002 (Appeals)

Central Sales Tax Joint 2006-07 607.21 Sales including Commiss- Tax Act, interest ioner of 1956 and Sales Tax penalty (Appeals)

Central Sales Tax Maharashtra 2007-08 85.59 Sales Sales Tax Tax Act, Tribunal 1956

Maharashtra Value Joint 2009-10 141.07 Value Added Tax Commiss- Added including ioner of Tax Act, interest Sales Tax 2002 and (Appeals) penalty

Central Sales Tax Joint 2009-10 378.65 Sales including Commiss- Tax Act, interest ioner of 1956 Sales Tax (Appeals)

(d) There are no amounts that are due to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the Rules made thereunder.

8. The accumulated losses of the Company as at the end of the financial year are less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit. There were no cash losses incurred in the immediately precedingfinancialyear.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. There are no dues to financial institution and the Company has not issued any debentures.

10. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

11. In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

12. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firm's Regn. No. 117366W/W-100018)

Ketan Vora

Partner

Membership Number: 100459

Mumbai, May 23,2015


Mar 31, 2014

We have audited the accompanying financial statements of Sunshield Chemicals Ltd. (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

The Company 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (the Act) which continue to be applicable in respect of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs). 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 upon 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient 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 aforesaid financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with 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 2014;

(ii) In the case of the Statement of profit & Loss, of the Loss for the year ended on that date: and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, (the order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order to the extent applicable.

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 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 those books;

(c) The Balance Sheet and the Statement of profit & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and the Statement of profit & Loss and the Cash Flow Statement 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 31st March,

2014, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2014 from being appointed as Director in term of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under Report on other Legal and Regulatory Requirements of our report of even date)

(i) In respect of its fixed assets, in our opinion,

(a) Based on verifcation and reconciliation of the fixed assets during the year, the Company has updated it records in respect of Fixed Assets showing full particulars, including quantitative details and situation of fixed assets.

(b) We have been informed that the Company has physically verifed certain assets at reasonable intervals during the year in accordance with a programme of physical verifcation of such assets. According to the information and explanations given to us, certain material discrepancies were noticed on such verifcation and the same have been appropriately dealt in the books of account.

(c) The Company has not disposed off substantial part of the fixed assets during the year.

(ii) In respect of its inventories:

(a) The inventories were physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed between the physical stocks and the book records were not material and have been properly dealt with.

(iii) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 in our opinion;

(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has taken loans from two parties covered in the register maintained under section 301 of the Act. The said loans are repayable on demand, one of them is ECB. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 1916.89 Lacs and Rs. 1601.86 Lacs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken were not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of certain items of inventories are for the company''s specialized requirements and suitable alternative sources are not available to obtain comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed a continuing failure to correct major weakness in the internal control system during the course of the audit.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that need to be entered into the register maintained u/s. 301 of the Act have been so entered.

(b) According to the information and explanations given to us, the Company has carried out certain transactions in nature of sale and purchase of goods / services during the year with associate companies. These transactions are in excess of Rs. 5 lacs in respect of each party. Having regard to specialized requirements of the buyer and for which suitable alternative sources are not available to obtain comparable solutions at relevant point of time, we are of the opinion that these transaction were made at reasonable prices.

(vi) In our opinion and according to information and explanations given to us, the directives issued by the Reserve Bank of India and provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vii) The Company has a firm of Chartered Accountants as internal auditors of the Company who conducts internal audit on a selective basis. Based on these facts, we are of the opinion the Company has an internal audit system commensurate with the size and nature of its business.

(viii) 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.

(ix) According to the information and explanations given to us in respect of statutory and other dues;

1. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

2. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service-tax, sales-tax, customs duty, excise duty, cess and other statutory dues were outstanding, at the year-end for a period of more than six months from the date they became payable.

According to the information and explanations given to us, the dues outstanding of income-tax on account of any dispute as follows:

Rs. In Lacs Sr. Nature of Amount Period to Forum no. Dues which the where amount dispute is relates pending

1 Assessment 78.82 a. y. 2007-08 ITAT

(x) The Company does not have accumulated losses at the end of the preceding year. Further the Company has not incurred cash loss in the current year as well as in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that as on the review date there is no default in the repayment of dues to financial institutions, banks or debenture holders.

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

(xiii) In our opinion, the Company is not a chit fund/ nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debenture and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Order is not applicable.

(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.

(xvi) In our opinion and according to the information and explanations given to us, the term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and based on an overall examination of the Balance Sheet and Cash Flow Statement of the year, we are of the opinion that there are no funds raised on short term basis that have been used for long-term investments by the Company.

(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.

(xix) The Company has not issued any debenture.

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

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

For ASHOK PANDIT & CO.

Chartered Accountants

(Firm Regn. No. 100674W)

(VIKAS S. MHATRE)

Date : 23rd May 2014 Partner

Place: Mumbai Membership No. 034195


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Sunshield Chemicals Ltd. (the Company), which comprise the Balance Sheet as at 31st March 2013, the Statement of Proft and Loss and Cash Flow statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend upon auditor''s judgment, including the assessment of the risk of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate

in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 aforesaid fnancial statements give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with 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 2013;

(ii) In the case of the Statement of Proft & Loss, of the Proft for the year ended on that date: and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003,(the order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifed in paragraph 4 and 5 of the order to the extent applicable.

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 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 those books;

(c) The Balance Sheet and the Statement of Proft & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and the Statement of Proft & Loss and the Cash Flow Statement 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 31st March, 2013, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualifed as on 31st March, 2013 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(i) In respect of its fxed assets, in our opinion,

(a) the Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets except for certain items of fxed assets wherein updating of records is in progress.

(b) we have been informed that the Company has physically verifed certain assets at reasonable intervals during the year in accordance with a programme of physical verifcation of such assets. According to the information and explanations given to us no material discrepancies were noticed on such verifcation.

(c) the Company has not disposed off substantial part of the fxed assets during the year.

(ii) In respect of its inventories:

(a) The inventories were physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed between the physical stocks and the book records were not material and have been properly dealt with.

(iii) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 in our opinion;

(a) The Company has not granted any loans, secured or unsecured to companies, frms or other parties covered in the register maintained under section 301 of the act.

(b) There has been change of management in the Company, w.e.f. from 26th December 2012. The Company had taken loans which are repayable on demand from six parties covered in the register maintained under section 301 of the Act, that were applicable to the earlier management. These were repaid before the year end. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 776 Lakhs and Rs. NIL. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken were not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(c) Similarly, subsequent to the change of management in the Company, the Company has taken a loan from a party covered in the register maintained under section 301 of the act. The said loan is repayable on demand. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 1500 Lakhs and Rs. 1500 Lakhs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken were not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that need to be entered into the register maintained u/s 301 of the act have been so entered.

(b) According to the information and explanations given to us, the Company has carried out certain transactions in nature of sale and purchase of goods/ service during the year with associate companies. These transactions are in excess of Rs. 5 lakhs in respect of each party. Having regard to prevailing market price at relevant time, we are of the opinion that these transaction were made at reasonable price.

(vi) In our opinion and according to information and explanations given to us, the directives issued by the Reserve bank of India and provisions of section 58A and 58AA or any other relevant provisions of the Companies act 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vii) The Company has a frm of Chartered Accountants as internal auditors of the Company who conducts internal audit on a selective basis. Based on these facts, we are of the opinion the Company has an internal audit system commensurate with the size and nature of its business.

(viii) 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.

(ix) According to the information and explanations given to us in respect of statutory and other dues;

1. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year.

2. According to the Information and explanations given to us, no undisputed amounts payable in respect of providend fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues were outstanding, at the yearend for a period of more than six months from the date they became payable

(x) The Company had accumulated loss ofRs. 10.33 Lakhs at the end of the preceding year whereas it does not have any accumulated loss as on 31st March 2013. It is observed that the Company has not incurred cash loss in the current year as well as in the immediately preceding fnancial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that as on the review date there is no default in the repayment of dues to fnancial institutions, banks or debenture holders.

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

(xiii) In our opinion, the Company is not a chit fund/ nidhi/mutual beneft fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company

(xiv) The Company is not dealing in or trading in shares, securities, debenture and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Order is not applicable.

(xv) The Company has not given any guarantee for loans taken by others from bank or fnancial institutions.

(xvi) During the year under review, the Company has raised a new term loan. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and based on an overall examination of the Balance Sheet and cash fow statement of the year, we are of the opinion that there are no the funds raised on short term basis that have been used for long term investments by the Company.

(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.

(xix) The Company has not issued any debenture.

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

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

For TEMBEY & MHATRE

Chartered Accountants

(Regn. No. 116359W)

(VIKAS S. MHATRE)

Date: 27th May 2013 Partner

Place: Mumbai Membership No. 034195


Mar 31, 2012

We have audited the attached Balance Sheet of Sunshield Chemicals Ltd. as at 31st March 2012 and also the Statement of Profit & 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.

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 mis-statement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in paragraph 1 above, 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 purposes of our audit;

(b) In our opinion; proper books of account, as required by law, have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the Books of Account.

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance 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 31st March, 2012, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2012 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & Profit and Loss Account read together with notes thereon, give the necessary information required by the Companies Act, 1956 in the manner so required and give a true & fair view;

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March 2012 and

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

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

ANNEXURE TO AUDITORS' REPORT SUNSHIELD CHEMICALS LIMITED

(Referred to in paragraph 1 of our report of even date on the Accounts as at 31st March 2012)

(i) The nature of the Company's business / activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (CARO) are not applicable to the Company for the year ended.

(ii) In respect of its fixed assets, in our opinion,

(a) the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for certain items of fixed assets wherein updating of records is in progress.

(b) we have been informed that the Company has physically verified certain assets at reasonable intervals during the year in accordance with a programme of physical verification of such assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) the Company has not disposed off substantial part of the fixed assets during the year.

(iii) In respect of its inventories:

(a) The inventories were 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 procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed between the physical stocks and the book records were not material and have been properly dealt with.

(iv) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 in our opinion;

(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the act.

(b) The Company has taken loans which are repayable on demand from six parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loans aggregates to Rs. 776 lakhs and Rs. 776 lakhs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken are not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the Company has carried out certain transactions in nature of sale and purchase of goods /service during the year with associate companies. These transactions are in excess of Rs. 5 lakhs. Having regard to prevailing market price at relevant time, we are of the opinion that these transaction were made at reasonable price.

(vii) In our opinion and according to information and explanations given to us, the directives issued by the Reserve bank of India and provisions of section 58A and 58AA or any other relevant provisions of the Companies act 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(viii)The Company has a firm of Chartered Accountants as internal auditors of the Company who conducted internal audit on a selective basis. Based on these facts, we are of the opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(ix) From the current year onwards, the Central Government has under an order, prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956. In the opinion of the management, its current system of accounting records provides / extracts the relevant information required under the order. We have broadly reviewed and have not, however, made a detailed examination of the records. We understand that the Company has appointed a Cost Auditor who will issue a compliance report under the order.

(x) According to the information and explanations given to us in respect of statutory and other dues;

1. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year.

2. The Income Tax Demand of 7 113.89 Lakhs for A.Y. 2007-08 has been disputed by the Company. A sum of Rs. 54.05 Lakhs is outstanding against the said tax demand. The Company's appeal petition is pending before the ITAT Mumbai Bench.

(xi) The Company has accumulated loss of 7 10.33 Lacs at the end of the year. The accumulated loss as of 31st March, 2012 is less than 50% of Net Worth as computed u/s 2(29A) of the Companies Act 1956. It is observed that the Company has not incurred cash loss in the current year as well as in the immediately preceding financial year.

(xii) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that as on review date there is no default in the repayment of dues to financial institutions, banks or debenture holders.

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

(xiv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xv) During the year under review, no fresh term loans were availed by the Company though FCNR (B) Loans(s) were carved out the original INR Term Loans.

(xvi) According to the information and explanations given to us and based on an overall examination of the Balance Sheet and cash flow statement of the year, we are of the opinion that the funds raised on short term basis to the extent of Rs. 442.26 lakhs have been used for long term investments by the Company.

(xvi) 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.

(xvii)The Companies has not issued any debentures.

(xix) During the course of our examination of the books and the records of the Company and in accordance with such generally accepted audit practices in India carried on by us 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 have we been informed of such case by the management.

ForTEMBEY & MHATRE

Chartered Accountants

(Registration No. 116359W)

PRADNYAA.TEMBEY

Partner

Membership no. 116515

Mumbai, 11th May, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Sunshield Chemicals Ltd. as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 mis-statement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in paragraph 1 above, 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 purposes of our audit;

(b) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance 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 31st March, 2011, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & Profit and Loss Account read together with notes thereon, give the necessary information required by the Companies Act, 1956 in the manner so required and give a true & fair view;

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2011 and

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

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

ANNEXURE TO AUDITORS REPORT SUNSHIELD CHEMICALS LIMITED (Referred to in paragraph 1 of our report of even date on the Accounts as at 31st March 2011)

(i) The nature of the Companys business / activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 (CARO) are not applicable to the Company for the year ended.

(ii) In respect of its fixed assets, in our opinion,

(a) the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for certain items of fixed assets wherein updating of records is in progress.

(b) we have been informed that the Company has physically verified certain assets at reasonable intervals during the year in accordance with a programme of physical verification of such assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) the Company has not disposed off substantial part of the fixed assets during the year.

(iii) In respect of its inventories:

(a) The inventories were 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 procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed between the physical stocks and the book records were not material and have been properly dealt with.

(iv) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 in our opinion;

(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the act.

(b) The Company has taken loans which are repayable on demand from Six parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loans aggregates to Rs. 776 lakhs and Rs. 776 lakhs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken are not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the Company has carried out certain transactions in nature of sale and purchase of goods /service during the year with associate companies. These transactions are in excess of Rs. 5 lakhs. Having regard to prevailing market price at relevant time, we are of the opinion that these transaction were made at reasonable price.

(vii) In our opinion and according to information and explanations given to us, the directives issued by the Reserve bank of India and provisions of section 58A and 58AA or any other relevant provisions of the Companies act 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(viii) The Company has a firm of Chartered Accountants as internal auditors of the Company who conducted internal audit on a selective basis. Based on these facts, we are of the opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(ix) We are informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

(x) According to the information and explanations given to us in respect of statutory and other dues;

1. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year.

2. a. The Income Tax Demand of Rs. 113.89 Lakhs for A.Y. 2007-08 has been disputed by the Company. A sum of Rs. 91.07 Lakhs is outstanding against the said tax demand. The Companys appeal petition is pending before the Income Tax Appellate Tribunal Mumbai.

b. The Customs Dept. has issued demand of Rs. 9.76 Lakhs and the companys appeal is pending with the appellate authority.

(xi) The Company has accumulated loss of Rs. 116.69 Lacs at the end of the year. The accumulated loss as of 31st March, 2011 is less than 50% of Net Worth as computed u/s 2(29A) of the Companies Act 1956. It is observed that the Company has not incurred cash loss in the current year as well as in the immediately preceding financial year.

(xii) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that as on review date there is no default in the repayment of dues to financial institutions, banks or debenture holders.

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

(xiv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xv) In our opinion, and according to the information and explanations given to us, on an overall basis, the funds raised have been applied for the purposes for which they were obtained.

(xvi) According to the information and explanations given to us and based on an overall examination of the Balance Sheet and cash flow statement of the year, we are of the opinion that the funds raised on short term basis have been used for long term investments by the Company.

(xvii) 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.

(xviii) The Companies has not issued any debentures.

(xix) During the course of our examination of the books and the records of the Company and in accordance with such generally accepted audit practices in India carried on by us 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 have we been informed of such case by the management.



For TEMBEY & MHATRE Chartered Accountants (Registration No. 116359W)



PRADNYA A. TEMBEY Partner Membership no. 116515

Mumbai, 10th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Sunshield Chemicals Ltd. as at 31s1 March 2010 and also the Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 mis-statement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in paragraph 1 above, 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 purposes of our audit;

(b) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet and Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the Books of Account.

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance 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 31st March, 2010, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & Profit and Loss Account read together with notes thereon, give the necessary information required by the Companies Act, 1956 in the manner so required and give a true & fair view;

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010 and

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

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

ANNEXURE TO AUDITORSS REPORT SUNSHIELD CHEMICALS LIMITED

(Referred to in paragraph 1 of our report of even date on the Accounts as at 31st March 2010)

(i) The nature of the Companys business / activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 (CARO) are not applicable to the Company for the year ended.

(ii) In respect of its fixed assets, in our opinion,

(a) the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for certain items of fixed assets wherein updating of records is in progress.

(b) we have been informed that the Company has physically verified certain assets at reasonable intervals during the year in accordance with a programme of physical verification of such assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) the Company has not disposed off substantial part of the fixed assets during the year. (iii) In respect of its inventories:

a. The inventories were 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 procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed between the physical stocks and the book records were not material and have been properly dealt with.

(iv) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 in our opinion;

(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the act.

(b) The Company has taken loans which are repayable on demand from six parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs.737.50 lakhs and Rs. 640 lakhs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken are not prejudicial to the interest of the Company. The Company has provided for interest in the books of accounts.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the Company has carried out certain transactions in nature of sale and purchase of goods /service during the year with associate companies. These transactions are in excess of Rs. 5 lakhs. Having regard to prevailing market price at relevant time, we are of the opinion that these transaction were made at reasonable price.

(vii) In our opinion and according to information and explanations given to us, the directives issued by the Reserve bank Of India and provisions of section 58A and 58AA or any other relevant provisions of the Companies act 1956 and the

rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(viii) The Company has a firm of Chartered Accountants as internal auditors of the Company who conducted internal audit on a selective basis. Based on these facts, we are of the opinion that as on the year end, the Company has an internal audit system commensurate with the size and nature of its business.

(ix) We are informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

(x) According to the information and explanations given to us in respect of statutory and other dues;

1. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. Following disputed sums are outstanding :

2. a The Income Tax Demand of Rs.1,13,89,011/- for A.Y.2007-08 has been disputed the Company. A sum of

Rs.93,89,011/- is outstanding against the said tax demand. The Company has preferred an appeal with the Commissioner of Income Tax (Appeals), Mumbai.

b The Customs Dept. has issued demand of Rs.9,76,406/- on basis of provisional assessment of Customs Duty. The Company has filed appeal with the Commissioner of Customs (Appeals), Mumbai.

(xi) The Company has accumulated loss of Rs. 266.79 Lacs at the end of the year. The accumulated loss as of 31st March, 2010 is less than 50% of Net Worth as computed u/s 2(29A) of the Companies Act 1956. It is observed that the Company has not incurred cash loss in the current year as well as in the immediately preceding financial year.

(xii) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that as on review date there is no default in the repayment of dues to financial institutions, banks or debenture holders .

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

(xiv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xv) During the year under review, no fresh term loans were availed by the Company.

(xvi) According to the information and explanations given to us and based on an overall examination of the Balance Sheet and cash flow statement of the year, we are of the opinion that the funds raised on short term basis to the extent of Rs.85.85 lakhs have been used by the Company for long term investments in the nature of addition to Fixed assets.

(xvii) 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.

(xviii) The Companies has not issued any debenture.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

For TEMBEY&MHATRE Chartered Accountants (Registration No. 116359W) VIKAS S. MHATRE Mumbai, 7th May, 2010 Partner Membership No.03419

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