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Auditor Report of Triochem Products Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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 of 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has an adequate internal financial controls system over financial reporting in place and the 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 Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2015 and its profit and its 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaiy 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, 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 17(a) 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; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company,

Annexure referred to in Paragraph titled as "Report on Other Legal and Regulatory Requirements" of Auditor's report to the members of Triochem Products Limited for the year ended 31st March 2015,

On the Basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

I. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

II. (a) During the year, the inventories have been physically verified 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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

III. The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause 3 (III) of the Order is not applicable to the Company.

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 fixed assets and for the sale of goods and services. During the course of our audit no continuing failure to correct major weakness in such internal controls system has been observed.

V. The Company has not accepted any deposits from the public during the year covered by the audit. Accordingly, clause 3 (V) of the Order is not applicable to the Company.

VI. The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for the products manufactured by the Company and such accounts and records have been made and maintained. However, we have not made a detailed examination of such records.

VII. (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Duty of Customs, Wealth tax, Service Tax, Excise Duty, Cess and other statutoiy dues applicable to it with the appropriate authorities and no such amounts were outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

The disputed amounts in respect of Income Tax are as under:

Sr Name of the Accounting Amount Forum where No. Statute Description period (Rs.) dispute is pending

1 Income Tax Income Tax 1992-1993 3,21,069 The Appellate Act,1961 Dispute -43B Tribunal disallowances.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

VIII. The Company does not have accumulated losses at the end of the financial year March 31, 2015. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2015 and in the immediately preceding financial year ended March 31, 2014.

IX. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The company has not taken any loans from financial institution and has not issued debenture during the year.

X. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (X) of the Order is not applicable to the Company.

XI. The Company has not taken any term loans during the year. Accordingly, clause 3 (XI) of the Order is not applicable to the Company.

XII. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the period ended March 31, 2015.

For and on behalf of M. L. Bhuwania & Co. Chartered Accountants Firm Registration No. 101484W Ashish Bairagra Partner Membership No: 109931 Place: Mumbai Date: 30th May, 2015

F-11,3rd Floor, Manek Mahal, 90, Veer Nariman Road, Churchgate, Mumbai - 400 020, India.


Mar 31, 2014

We have audited the accompanying financial statements of TRIOCHEM PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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.

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

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date and

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

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 of the Order.

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the Directors as on March 31, 2014, taken on record by the Board of Directors none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(l)(g) of the Act.

Annexure referred to in Paragraph titled as "Report on Other Legal and Regulatory Requirements" of Auditor''s report to the members of Triochem Products Limited for the year ended 31st March 2014.

On the Basis of the records produced to us for our verification perusal such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that

1. (a) The company is maintaining the proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year s and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, no substantial part of the fixed assets has been disposed off by the Company during the year.

2. (a) During the year, the inventories have been physically verified 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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories.

The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. (a) During the year, the Company has not granted any loan, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

Accordingly clause 4 (iii) (a) to (d) of the Order is not applicable to the Company.

(b) During the year, the Company has taken loan from companies covered in the register maintained under Section 301 of the Companies Act, 1956.

The other terms and conditions are prima facie not prejudicial to the interest of the company.

There are no stipulations with respect to the repayment of the loan thereon.

The details of loan transactions are as under

No. of parties Total amount of Maximum balance Amount outstanding loan taken outstanding at the end of the during the year. year.

1 40,00,000 12,35,00,000 Nil

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no weakness has been noticed in the internal controls.

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

(b) In respect of the transactions with parties with whom transactions of sale and purchase of goods exceeding value of Rupees Five Lakhs have been entered into during the year in pursuance of such contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956, except transactions of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, in our opinion, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

Accordingly, clause 4 (vi) of the Order is not applicable to the Company.

7. The Company does not have a formal internal audit system.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the products manufactured by the Company and are of the opinion that prima facie, the prescribed accounts and records have been prepared and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth tax, Service Tax Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty, Wealth Tax and Excise Duty were outstanding at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no dues of Sales Tax, Wealth-Tax,Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The following are the disputed amounts in respect of Income Tax.

Description Accounting Amount Forum where dispute is Period (Rs.) pending

Income Tax Dispute - 1992-1993 3,21,069 The Appellate Tribunal 43B disallowances.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current year and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The company has not taken any loans from financial institution and has not issued debenture during the year.

12. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute application to chit fund and nidhi/mutual benefit fund/societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

14. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion, the Company is not dealing / trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis have been used for long-term investment by the Company.

18. The Company has not made any allotment of shares during the year. Accordingly, clause 4 (xviii) of the Order is not applicable to the Company.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4 (xix) of the Order is not applicable to the Company.

20. The Company has not raised any money through public issue during the year. Accordingly, clause 4 (xx) of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the period ended March 31, 2014.

For and on behalf of

M. L. Bhuwania & Co. Chartered Accountants Firm Registration No. 101484W

Vijay Kumar Jain Partner Membership No: 108374

Place: Mumbai Date: 28h May, 2014

F-11, 3rd Floor, Manek Mahal, | 90, Veer Nariman Road, Churchgate, Mumbai - 400 020, India.


Mar 31, 2012

1. We have audited the attached balance sheet of Triochem Products Limited, Mumbai as at 31st March 2012, and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, 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, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes thereon, 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 2012;

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.

Annexure referred to in paragraph 3 of Auditor's report to the members of Triochem Products Limited for the year ended 31st March 2012.

On the Basis of the records produced to us for our verification/ perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. As per the information and explanation given to us, physical verification of a major portion of the fixed assets was conducted by the management during the year. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the Company and on the basis of explanation received, in our opinion, no material discrepancies were noticed on such verification.

There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. During the year, the Company has not granted any loan, secured or unsecured, to Companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

During the year, the Company has taken interest free loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956. The terms and conditions thereof are prima facie not prejudicial to the interest of the Company. There are no stipulations with respect to the repayment of the loan. The details of loan transactions are as under:

No. of parties Total amount Maximum balance Amount of loan taken outstanding outstanding during the year at the end of the year.

1 125,000,000 70,000,000 62,500,000

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods' and services. During the course of our audit, no weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that the contracts or arrangements that need to be entered into the register required to be maintained under section 301 have been so entered.

In respect of the transactions with parties with whom transactions of sale and purchase of goods exceeding value of Rupees Five Lakhs have been entered into during the year in pursuance of such contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956, are at prices which are reasonable having regards to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year, Accordingly, clause 4 (vi) of the Order is not applicable to the Company.

7. The Company does not have a formal internal audit system.

8.. Cost records and accounts as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 have been maintained by the Company, but no details examination of such records and accounts have been carried out by us.

9. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth tax, Service Tax, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty, Wealth Tax and Excise Duty were outstanding at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no dues of Sales Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The following are the disputed amounts in respect of Income Tax.

Description Accounting Amount Forum where dispute Period (Rs.) is pending

Income Tax 1992-1993 3,21,069 The Appellate Tribunal Dispute- 43B dis-allowances.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current year and in the immediately preceding financial year.

11. The Company has not taken any loan from financial institution or bank and does not have any borrowings by way of debenture. Accordingly, clause 4 (xi) of the Order is not applicable to the Company.

12. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute application to chit fund and nidhi/mutual benefit fund/societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company,

14. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion, the Company is not dealing/trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis have been used for long-term investment by the Company.

18. The Company has not made any allotment of shares during the year. Accordingly, clause 4 (xviii) of the Order is not applicable to the Company.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4 (xix) of the Order is not applicable to the Company,

20. The Company has not raised any money through public issue during the year. Accordingly, clause 4 (xx) of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of M. L. Bhuwania & Co.

Chartered Accountants Registration No. 101484W

Ashish Bairagra Partner Membership No - 109931 Place: Mumbai Date : 14th May 2012

F-11, 3rd Floor, Manek Mahal, 90, Veer Nariman Road, Churchgate Mumbai - 400 020, India.


Mar 31, 2010

1. We have audited the attached balance sheet of Triochem Products Limited,Mumfoai as at 31st March 2010, and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Anncxurc a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexurc referred to in paragraph 3 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 atidit;

(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, 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, trie balance sheet, profit and loss account and cash flow statement dealt with by this report comply wilih the accounting standards referred to in sub-section (3C) of section 21 1 of the Companies Act, 1956

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes thereon, 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 2010;

b. in the case of the Profit And Loss Account, of the Loss 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.

Anncxure referred to in paragraph 3 of Auditors report to the members of Triochem Products Limited for the year ended 31st March 2010.

On the Basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. As per the information and explanation given to us, physical verification of a major portion of the fixed assets was conducted by the management during the year. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the Company and on the basis of explanation received, in our opinion, no material discrepancies were noticed on such verification.

There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. During the year, the Company has not granted any loan, secured or unsecured, to Companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

During the year, the Company has taken interest free loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956. The terms and conditions thereof are prima facie not prejudicial to the interest of the Company. There are no stipulations with respect to the repayment of the loan. The details of loan transactions arc as under:

No. of parties Total amount Maximum balance Amount of loan taken outstanding during outstanding at the the year. end of the year.

1 30,00,000 30,00,000 30,00,000

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. The Company does not provide any service. During the course of our audit, no weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that the contracts or arrangements that need to be entered into the register required to be maintained under section 301 have been so entered.

In respect of the transactions with parties with whom transactions of sale and purchase of goods exceeding value of Rupees Five Lakhs have been entered into during the year in pursuance of such contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956, are at prices which are reasonable having regards to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year. Accordingly, clause 4 (vi) of the Order is not applicable to the Company.

7. The Company does not have a formal internal audit system.

8. Cost records and accounts as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 have been maintained by the Company, but no details examination of such records and accounts have been carried out by us.

9. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Customs Duty, Wealth tax, Service Tax, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty, Wealth Tax and Excise Duty were outstanding at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no dues of Sales Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The following are the disputed amounts in respect of Income Tax.

Description Accounting Amount Forum where dispute is Period (Rs.) pending

Income Tax Dispute - 1992-1993 3,21,069 The Appellate Tribunal 43B disallowances.

Income Tax Dispute - 2005-2006 47,548 Commissioner of Income Disallowance of Tax Appeals expenses, addition on account of capital gains.



10. The accumulated losses at the end of the financial year are not less than fifty percent of the net worth of the Company. The Company has not incurred any cash losses in this financial year and also in the immediately preceding financial year.

11. The Company has not taken any loan from financial institution or bank and docs not have any borrowings by way of debenture. Accordingly, clause 4 (xi) of the Order is not applicable to the Company.

12. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute application to chit fund and nidhi/mutual benefit fund/societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

14. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion, the Company is not dealing / trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable to the Company.

17. The Company has not raised short term funds during the year. Accordingly, clause 4 (xvii) of the Order is not applicable to the Company.

18. The Company has not made any allotment of shares during the year. Accordingly, clause 4 (xviii) of the Order is not applicable to the Company.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4 (xix) of the Order is not applicable to the Company.

20. The Company has not raised any money through public issue during the year. Accordingly, clause 4 (xx) of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of

M. L. Bhuwania & Co.

Chartered Accountants

Firm Registration No. 101484W

Ashish Bairagra

Partner

Membership No-109931

Place: Mumbai

Date : 29th May, 2010

 
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