DMCC Speciality Chemicals Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying Standalone
Ind AS financial statements of DMCC Speciality
Chemicals Limited (formerly known as The
Dharamsi Morarji Chemical Company Limited)(“the
Company"), which comprise the Balance sheet as
at 31 March 2025, the Statement of Profit and Loss,
including the statement of Other Comprehensive
Income, the Cash Flow Statement and the statement
of Changes in Equity for the year then ended, and
notes to the Ind AS financial statements, including
a summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone Ind AS financial statements
give the information required by the Companies
Act, 2013, as amended ("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 31
March 2025, its profit including other comprehensive

income its cash flows and the changes in equity for
the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone Ind
AS financial statements in accordance with the
Standards on Auditing (SAs), as specified under
section 143(10) of the Act. Our responsibilities under
those Standards are further described in the ‘Auditor''s
Responsibilities for the Audit of the Standalone Ind AS
Financial Statements'' section of our report. We are
independent of the Company in accordance with the
‘Code of Ethics'' issued by the Institute of Chartered
Accountants of India together with the ethical
requirements that are relevant to our audit of the
financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on
the Standalone Ind AS financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the Standalone Ind AS financial statements for the financial year ended 31 March 2025. These matters were
addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the
Standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the Standalone Ind AS financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying Standalone Ind AS financial statements.

Sr. No. Key audit matters			How our audit addressed the key audit matter
1. Litigations and claims (Refer to note 32 to the standalone Ind AS financial statements) These cases are pending with multiple tax authorities like Income Tax, Excise, Goods and Service tax, Custom etc. and labour law cases which have not been acknowledge as debt by the company.			Principal Audit Procedures: • Evaluation of management''s judgement of tax risks, estimates of tax exposures, each claims and contingencies. Third party opinions, past and current experience with the tax authority and management''s response including on the labour law cases were used to assess the appropriateness of management''s best estimate of most likely outcome of each uncertain contingent liability.

Sr. No. Key audit matters

How our audit addressed the key audit matter

In normal course of business, financial exposures may arise from pending proceedings not acknowledged as debt by the company. Whether a claim needs to be recognized as liability or disclosed as contingent liability in the standalone Ind AS financial statements is depended on a number of significant assumptions and judgements. The amount involved are potentially significant and determining the amount, if any, to be recognized or disclosed in the standalone Ind AS financial statements, is inherently subjective. We have Considered Litigation and claims as Key Audit Matter as it requires significant management judgement, including accounting estimation uncertainty.

• Discussing selected matters with the entity''s management. • Critically assessing the entity''s assumptions and estimates in respect of claims, included in the contingent liabilities disclosed in the standalone Ind AS financial statements. Assessment of the probability of negative result of litigation and the reliability of estimates of related obligation. • Based on the procedures described above, we did not identify any material exceptions to the management''s assertions and treatment, presentation & disclosure on the subject matter in the standalone Ind AS financial statements.

2.	Revenue Recognition	Principal Audit Procedures:
	(as described in note 2.11 of the standalone Ind	Our audit procedures included the following:
	AS financial statements)	• Assessed the Company''s revenue recognition
	For the year ended March 31,2025 the Company has recognized revenue from contracts with	policy prepared as per Ind AS 115 ''Revenue from contracts with customers''.
	customers amounting to '' 42,579.21 Lacs.	• Assessed the design and tested the operating
	Revenue from contracts with customers is	effectiveness of internal controls related to
	recognised when control of the goods are	revenue recognition, discounts and rebates.
	transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has generally concluded that as principal, it typically controls the goods before transferring them to the customer.	• Performed sample tests of individual sales transaction and traced to sales invoices, sales orders and other related documents. Further, in respect of the samples checked that the revenue has been recognized as per the shipping terms.
	The variety of terms that define when control are	• To test cut off selected sample of sales
	transferred to the customer, as well as the high	transactions made pre- and post-year end,
	value of the transactions, give rise to the risk that	agreeing the period of revenue recognition
	revenue is not recognized in the correct period.	to third party support, such as transporter invoice and customer confirmation of receipt
	Revenue is measured net of returns and	of goods.
	allowances, cash discounts, trade discounts and volume rebates (collectively ‘discount and rebates''). There is a risk that these discount	• Tested the provision calculations related to management incentives, discounts and
	and rebates are incorrectly recorded as it also requires a certain degree of estimation, resulting in understatement of the associated expenses	rebates by agreeing a sample of amounts recognized to underlying arrangements with customers and other supporting documents.
	and accrual.	• Performed monthly analytical procedures of revenue by streams to identify any unusual
	Revenue is also an important element of how	trends.
	the Company measures its performance.	• Obtained confirmations from customers on
	The Company focuses on revenue as a key	sample basis to support existence assertion
	performance measure, which could create an	of trade receivables and assessed the
	incentive for revenue to be recognized before the risk and rewards have been transferred.	relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards.

Sr. No. Key audit matters	How our audit addressed the key audit matter
Accordingly, due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 ‘Revenue from contracts with customers'', it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements.
3. Assessment of net realizable value (NRV) of	Principal Audit Procedures:
inventories	Our audit procedures included the following:
(Refer Note 7 and 2.9 to the standalone financials statements).	• Read and evaluated the accounting policies with respect to inventories.
The Company''s inventory comprises Raw	• Understood and evaluated the design and
Materials, Packing Materials, Work-in-Process,	implementation and tested the operating
Finished Goods and Stores and Spares.	effectiveness of the Company''s internal financial control over valuation of inventories.
I nventories of Roha Unit in the state of Maharashtra and Dahej Unit in the state of Gujarat amounting	• Tested on a sample basis that inventories are held at lower of cost and net realisable value
to '' 4,259.06 Lakhs (Previous Year - Rs.4,408.20 Lakhs) (Refer Note7) are offered as security by of hypothecation of Raw Materials, Finished Goods, Working in process, Packing Materials, Stores, Book Debts and Receivable for working capital	Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
facility provided by Banks.	• Cost of Finished goods and work in progress include materials cost, cost of conversion, depreciation, other overheads to the extent applicable but excluding borrowing costs.
	• Based on the above procedures performed, we considered the management''s assessment of valuation of inventories at lower of cost and NRV to be reasonable.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE
FINANCIAL STATEMENTS AND AUDITOR''S
REPORT THEREON

The Company''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Annual Report 2024-25, but does not include the
Standalone Ind AS financial statements and our
auditor''s report thereon.

Our opinion on the Standalone Ind AS financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the Standalone Ind AS
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
such other information is materially inconsistent
with the standalone Ind AS financial statements or
our knowledge obtained in the audit or otherwise

appears to be materially misstated. If, based on the
work we have performed, we conclude that there is
a material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

RESPONSIBILITIES OF MANAGEMENT
FOR THE STANDALONE IND AS FINANCIAL
STATEMENTS

The Company''s Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these Standalone
Ind AS financial statements that give a true and fair
view of the financial position, financial performance
including other comprehensive income, cash flows
and changes in equity of the Company in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act read
with [the Companies (Indian Accounting Standards)
Rules, 2015, as amended. 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 the 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 Standalone
Ind AS financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Standalone Ind AS financial
statements, management is responsible for assessing
the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless management either intends to
liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Board of Directors are also responsible for
overseeing the Company''s financial reporting
process.

AUDITOR''S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE IND AS
FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the Standalone Ind AS financial
statements as a whole are free from material
misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Standalone Ind AS
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the Standalone Ind AS financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management''s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor''s report to
the related disclosures in the Ind AS financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure
and content of the Standalone Ind AS financial
statements, including the disclosures, and
whether the Standalone Ind AS financial
statements represent the underlying transactions
and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatement in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and
in evaluating the result of our work; and (ii) to evaluate
the effect of any identified misstatements in the
standalone financial statements.

We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and

to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the Standalone
Ind AS financial statements for the financial year
ended 31 March 2025 and are therefore the key audit
matters. We describe these matters in our auditor''s
report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits
of such communication.

REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s
Report) Order, 2020 ("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" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 1 43(3) of the Act, we
report that:

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

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

(c) The Balance Sheet, Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes
in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid Standalone
Ind AS financial statements comply with
the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014
Companies (Indian Accounting Standards)
Rules, 2015, as amended;

(e) On the basis of written representations
received from the directors as on 31 March
2025, and taken on record by the Board of
Directors, none of the directors is disqualified

as on 31 March 2025, from being appointed
as a director in terms of section 164 (2) of
the Act;

(f) With respect to the adequacy of the
internal financial controls over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B" to this
report;

(g) With respect to the other matters to
be included in the Auditor''s Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best 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 standalone Ind AS financial
statements - Refer Note 32 to the
standalone Ind AS 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 has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company;

iv. (i) The Management has represented

that, to the best of its knowledge
and belief, as disclosed in Note
to the accounts, no funds have
been advanced or loaned or
invested (either from borrowed
funds or share premium or any
other sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities (intermediaries),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(ii) The Management has represented
that, to the best of its knowledge
and belief, as disclosed in Note to
the accounts, no funds have been
received by the company from in

any other person(s) or entity(ies),
including foreign entities ("Funding
Parties"), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

(iii) Based on such audit procedures
performed that have been

considered reasonable and

appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e) contain any
material misstatement.

v. As stated in Note 2.25 to the Standalone

Financial Statements

a) The final dividend proposed in the
previous year, declared and paid
by the Company during the year is

in accordance with Section 123 of
the Act, as applicable.

b) The amount of dividend proposed
and paid is in accordance with
section 123 of the Act.

vi. Based on our examination, which
included test checks, the Company has
used accounting software systems for
maintaining its books of account for the
financial year ended March 31, 2025
which have the feature of recording
audit trail (edit log) facility and the same
has operated throughout the year for
all relevant transactions recorded in
the software systems. Further, during
the course of our audit we did not
come across any instance of the audit
trail feature being tampered with and
the audit trail has been preserved by
the Company as per the statutory
requirements for record retention.

(h) The Company has paid/provided for
managerial remuneration in accordance
with the requisite approvals mandated
by the provision of Section 197 read with
Schedule V to the Act.

For Rahul Gautam Divan & Associates

Chartered Accountants

(Firm''s Registration Number: 120294W)

Nilesh Thakker

Partner

Membership Number: 138754
UDIN: 25138754BMOAEA4817

Place: Mumbai
Date: 5 May 2025

---

Mar 31, 2024

We have audited the accompanying Standalone Ind AS financial statements of DMCC Speciality Chemicals Limited

(formerly known as The Dharamsi Morarji Chemical Company Limited) ("the Company”), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("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 March 31, 2024, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS financial statements.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Litigations and claims (Refer to note 32 to the Standalone Ind AS financial statements) These cases are pending with multiple tax authorities like Income Tax, Excise, Service tax etc. and labour law cases which have not been acknowledge as debt by the Company. In normal course of business, financial exposures may arise from pending proceedings not acknowledged as debt by the Company. Whether a claim needs to be recognized as liability or disclosed as contingent liability in the Standalone Ind AS financial statements is depended on a number of significant assumptions and judgements. The amount involved are potentially significant and determining the amount, if any, to be recognized or disclosed in the Standalone Ind AS financial statements, is inherently subjective.	Principal Audit Procedures » Evaluation of management''s judgement of tax risks, estimates of tax exposures, each claims and contingencies. Third party opinions, past and current experience with the tax authority and management''s response including on the labour law cases were used to assess the appropriateness of management''s best estimate of most likely outcome of each uncertain contingent liability. » Discussing selected matters with the entity''s management. » Critically assessing the entity''s assumptions and estimates in respect of claims, included in the contingent liabilities disclosed in the Standalone Ind AS financial statements. Assessment of the probability of negative result of litigation and the reliability of estimates of related obligation.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
	We have Considered Litigation and claims as Key Audit	»	Based on the procedures described above, we did not
	Matter as it requires significant management judgement,		identify any material exceptions to the management''s
	including accounting estimation uncertainty		assertions and treatment, presentation & disclosure on the subject matter in the Standalone Ind AS financial statements.
2.	Revenue Recognition	Principal Audit Procedures
	(as described in note 2.11 of the Standalone Ind AS financial	Our audit procedures included the following:
	statements)	»	Assessed the Company''s revenue recognition policy
	For the year ended March 31, 2024 the Company has		prepared as per Ind AS 115 ''Revenue from contracts
	recognized revenue from contracts with customers amounting to '' 32,055.36 lakhs. Revenue from contracts		with customers''.
	with customers is recognised when control of the goods	»	Assessed the design and tested the operating
	are transferred to the customer at an amount that reflects		effectiveness of internal controls related to revenue
	the consideration to which the Company expects to be entitled in exchange for those goods. The Company has		recognition, discounts and rebates. Performed sample tests of individual sales transaction and traced to sales invoices, sales orders and other
	generally concluded that as principal, it typically controls the goods before transferring them to the customer.	»
			related documents. Further, in respect of the samples checked that the revenue has been recognized as per
	The variety of terms that define when control are
	transferred to the customer, as well as the high value of		the shipping terms.
	the transactions, give rise to the risk that revenue is not	»	To test cut off selected sample of sales transactions
	recognized in the correct period.		made pre-and post-year end, agreeing the period of revenue recognition to third party support, such
	Revenue is measured net of returns and allowances, cash discounts, trade discounts and volume rebates (collectively ''discount and rebates''). There is a risk that these discount		as transporter invoice and customer confirmation of receipt of goods.
	and rebates are incorrectly recorded as it also requires a	»	Tested the provision calculations related to
	certain degree of estimation, resulting in understatement		management incentives, discounts and rebates
	of the associated expenses and accrual.		by agreeing a sample of amounts recognized to underlying arrangements with customers and other
	Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could	»	supporting documents. Performed monthly analytical procedures of revenue
	create an incentive for revenue to be recognized before		by streams to identify any unusual trends.
	the risk and rewards have been transferred.	»	Obtained confirmations from customers on sample basis to support existence assertion of trade
	Accordingly, due to the significant risk associated		receivables and assessed the relevant disclosures
	with revenue recognition in accordance with terms of		made in the financial statements; to ensure revenue
	Ind AS 115 ''Revenue from contracts with customers'', it was		from contracts with customers are in accordance with
	determined to be a key audit matter in our audit of the Standalone Ind AS financial statements.		the requirements of relevant accounting standards.
3.	Assessment of net realizable value (NRV) of inventories	Principal Audit Procedures
	(Refer Note 7 and 2.9 to the standalone financials	Our audit procedures included the following:
	statements).	»	Read and evaluated the accounting policies with
	The Company''s inventory comprises Raw Materials,		respect to inventories.
	Packing Materials, Work-in-Process, Finished Goods and Stores and Spares.	»	Understood and evaluated the design and implementation and tested the operating
	Inventories of Roha Unit in the state of Maharashtra		effectiveness of the Company''s internal financial
	and Dahej Unit in the state of Gujarat amounting to		control over valuation of inventories.
	'' 4,408.20 lakhs (Previous Year - '' 5,268.95 lakhs) (Refer	»	Tested on a sample basis that inventories are held at
	Note 7) are offered as security by of hypothecation of Raw		lower of cost and net realisable value. Net realisable
	Materials, Finished Goods, Working in process, Packing Materials, Stores, Book Debts and Receivable for working		value is the estimated selling price in the ordinary course of business, less estimated costs of completion
	capital facility provided by Banks.		and the estimated costs necessary to make the sale.

Sr. Key audit matters No.	How our audit addressed the key audit matter
	» Cost of Finished goods and work in progress include materials cost, cost of conversion, depreciation, other overheads to the extent applicable but excluding borrowing costs.
	» Based on the above procedures performed, we considered the management''s assessment of valuation of inventories at lower of cost and NRV to be reasonable.

We have determined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditors Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report 2023-24, but does not include the Standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with [the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

» Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

» Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

» Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

» Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

» Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the result of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("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” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B” to this report;

(g) 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 Standalone Ind AS financial statements -Refer Note 32 to the Standalone Ind AS financial statements;

ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (i) The Management has represented that,

to the best of its knowledge and belief, as disclosed in Note to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities

(intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note to the accounts, no funds have been received by the Company from in any other person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

v. There is no dividend declared or paid during

the period by the Company and hence provisions of Section 123 of the Companies Act, 2013 are not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

(h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended:

The Company has paid remuneration to its Executive Directors in excess of the limits specified in Section 197 of the Act for the Financial Year 2023-2024 as the Company has inadequate profits in terms of Section 198 of the Act. As per the explanations provided to us, the Company is in the process of complying with the prescribed statutory requirements to regularize such excess payment, including seeking approval of the shareholders, as necessary.

For Rahul Gautam Divan & Associates

ICAI Firm registration number: 120294W Chartered Accountants

Rahul Divan

Partner

Membership No.: 100733 UDIN: 24100733BKFLWI8397

Place: Mumbai Date: May 23, 2024

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Mar 31, 2023

We have audited the accompanying Standalone Ind AS financial statements of DMCC Speciality Chemicals Limited (formerly known as The Dharamsi Morarji Chemical Company Limited) ("the Company”), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the statement of Changes in Equity for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("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 March 31, 2023, its profit

including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS financial statements.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Litigations and claims (Refer to note 32 to the standalone Ind AS financial statements) These cases are pending with multiple tax authorities like Income Tax, Excise, Service tax etc. and labour law cases which have not been acknowledge as debt by the company. In normal course of business, financial exposures may arise from pending proceedings not acknowledged as debt by the company. Whether a claim needs to be recognized as liability or disclosed as contingent liability in the standalone Ind AS financial statements is depended on a number of significant assumptions and judgements. The amount involved are potentially significant and determining the amount, if any, to be recognized or disclosed in the standalone Ind AS financial statements, is inherently subjective.	Principal Audit Procedures: • Evaluation of management''s judgement of tax risks, estimates of tax exposures, each claims and contingencies. Third party opinions, past and current experience with the tax authority and management''s response including on the labour law cases were used to assess the appropriateness of management''s best estimate of most likely outcome of each uncertain contingent liability. • Discussing selected matters with the entity''s management. • Critically assessing the entity''s assumptions and estimates in respect of claims, included in the contingent liabilities disclosed in the consolidated Ind AS financial statements. Assessment of the probability of negative result of litigation and the reliability of estimates of related obligation.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
	We have Considered Litigation and claims as Key Audit Matter as it requires significant management judgement, including accounting estimation uncertainty.	Conclusion: Based on the procedures described above, we did not identify any material exceptions to the management''s assertions and treatment, presentation & disclosure on the subject matter in the standalone Ind AS financial statements.

2 Revenue Recognition

(as described in note 2.11 of the standalone Ind AS financial statements)

For the year ended March 31, 2023 the Company has recognized revenue from contracts with customers amounting to '' 38,147.93 lakhs. Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has generally concluded that as principal, it typically controls the goods before transferring them to the customer.

The variety of terms that define when control are transferred to the customer, as well as the high value of the transactions, give rise to the risk that revenue is not recognized in the correct period.

Revenue is measured net of returns and allowances, cash discounts, trade discounts and volume rebates (collectively ''discount and rebates''). There is a risk that these discount and rebates are incorrectly recorded as it also requires a certain degree of estimation, resulting in understatement of the associated expenses and accrual.

Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before the risk and rewards have been transferred.

Accordingly, due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 ''Revenue from contracts with customers'', it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements.

Principal Audit Procedures:

Our audit procedures included the following:

• Assessed the Company''s revenue recognition policy prepared as per Ind AS 115 ''Revenue from contracts with customers''.

• Assessed the design and tested the operating effectiveness of internal controls related to revenue recognition, discounts and rebates.

• Performed sample tests of individual sales transaction and traced to sales invoices, sales orders and other related documents. Further, in respect of the samples checked that the revenue has been recognized as per the shipping terms.

• To test cut off selected sample of sales transactions made pre- and post-year end, agreeing the period of revenue recognition to third party support, such as transporter invoice and customer confirmation of receipt of goods.

• Tested the provision calculations related to management incentives, discounts and rebates by agreeing a sample of amounts recognized to underlying arrangements with customers and other supporting documents.

• Performed monthly analytical procedures of revenue by streams to identify any unusual trends.

• Obtained confirmations from customers on sample basis to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report 2022-23, but does not include the Standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is

materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the

accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion

on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the result of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order,

2020 ("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” a statement on the matters

specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best 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 standalone Ind AS financial statements - Refer Note 32 to the standalone Ind AS 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. (i) The Management has represented that, to the

best of its knowledge and belief, as disclosed in Note to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note to the accounts, no funds have been received by the company from in any other person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) contain any material misstatement.

v. The dividend declared and paid during the year by the Company is as per the provisions of Section 123 of the Companies Act, 2013.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 01, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

The Company has paid remuneration to its Executive Directors in excess of the limits specified in Section 197 of the Act for the Financial Year 2022-2023 as the Company has inadequate profits in terms of Section 198 of the Act. As per the explanations provided to us, the Company is in the process of complying with the prescribed statutory requirements to regularize such excess payment, including seeking approval of the shareholders, as necessary.

For Rahul Gautam Divan & Associates

ICAI Firm registration number: 120294W Chartered Accountants

Rahul Gautam Divan

Partner

Membership No.: 100733 UDIN: 23100733BGYAXK1800

Place: Mumbai Date: May 17, 2023

---

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act., read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, its profit including other comprehensive income, its cash flows and the changes in equity forth year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on 31 March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best 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 standalone Ind AS financial statements - Refer Note 27 to the standalone Ind AS 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. The disclosure in the financial statements regarding holdings as well as dealing in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.

Other Matter

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by another auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 10 November 2017 and 27 May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Annexure Rs. 1’ referred to in paragraph under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED (“the Company”)

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

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

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them as at 31 March 2018 and no material discrepancies were noticed in respect of such confirmations.

(iii) (a) The Company has not granted any secured or unsecured loans to companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore the requirements of sub-clause (a), (b) and (c) of clause (iii) are not applicable to the Company.

(iv) There are no loans given, no investments made, no guarantees given, and no security given by the Company in terms of provisions of section 185 and 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income tax, duty of excise, duty of custom, sales tax, ESI and employees’ state insurance on account of any dispute, is as follows:

Name of the Statute	Nature of Dues	Amount (Rs.) in Lacs	Period to which	Forum where dispute is pending
Central Excise Act,1944	Duty/Interest/Penalty	24.48	April 2008 to February 2013	Assistant Commissioner
Central Excise Act,1944	Duty/Interest/Penalty	0.57	August, 2002 to March, 2007	Assistant Commissioner

Central Excise Act,1944	Duty/Interest/Penalty	1.18	2005 to 2006	Assistant Commissioner
Central Excise Act,1944	Duty/Interest/Penalty	56.59	October 2008 to August 2013	Assistant Commissioner
Central Excise Act,1944	Duty	3.79	March 2013 to September 2013	Dy. Commissioner
Central Excise Act,1944	Duty	14.70	September 2013 to August 2014	CESTAT, West Zone Bench.
Central Excise Act,1944	Duty	5.96	November 2010 to Sept 2013	Additional Commissioner of Central Excise
Central Excise Act,1944	Duty	0.50	0ct0ber 2013 to August 2014	Suptd. Of Central Excise(Tech)-IVth Division, Mahad
Central Excise Act,1944	Duty	14.28	October 2013 to June 2014	Additional Commissioner of Central Excise
Central Excise Act,1944	Duty	4.43	September 2014 to December 2014	Asst. Commissioner of Central Excise
Central Excise Act,1944	Duty	1.58	January 2015 to April 2015	Asst. Commissioner of Central Excise
Central Excise Act,1944	Transport Fees on SDS	51.24	2007-08 to 2016-17	Bombay High Court
Customs Act, 1962	Utilization of DEPB Licences	16.60	2002-03	Collector of Customs
	TOTAL	195.90

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company did not have any outstanding debentures during the year.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by term loans for the purpose for which they were obtained. The Company has not raised any money way of initial public offer / further public offer / debt instruments during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE-2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED (“the Company”) as of 31 March 2018 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 the 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”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. 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 judgement, 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 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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, 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 31 March 2018, 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.

For Rahul Gautam Divan & Associates

ICAI Firm registration number: 120294W

Chartered Accountants

Rahul Divan

Partner

Membership No.: 100733

Place: New Delhi

Date: 28 May 2018

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Mar 31, 2016

TO THE MEMBERS OF THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, 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

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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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. 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 qualified audit opinion on the financial statements.

Basis for Qualified Opinion

The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 Lacs till 31^st March, 2009 considering unabsorbed loss up to 31^st March, 2008 and unabsorbed depreciation up to 31^st March, 2009. For subsequent financial periods, further net deferred tax asset has not been recognized in view of management’s perceptions and reasons detailed in Note No. V(c). We are not in a position to opine on the reliability of the said net deferred tax asset. Consequently, the Accumulated Losses as at the year-end would have been higher by Rs.2654.15 Lacs.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and except for the possible effects of the matter described in the Basis for Qualified Opinion Paragraph, 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, 2016 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, 2016 (“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'', a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best 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 (net of provision made) in its financial statements 2A(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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXUREA

Re: THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED.

Referred to in paragraph 1 on Report on Other Legal and Regulatory Requirements of our report.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) A substantial portion of these fixed assets has been physically verified by the management during the year. In our opinion the same is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the Company.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and No material discrepancies were noticed on physical verification.

(iii) The Company has not granted any secured or unsecured loans to companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore the requirements of sub-clause (a), (b) and (c) of clause (iii) are not applicable to the Company.

(iv) There are no loans given, no investments made, no guarantees given, and no security given by the Company in terms of provisions of section 185 and 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposits during the year. Therefore the question of complying with directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder do not arise.

(vi) The Central Government has specified the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013. Such accounts and records have been made and maintained by the Company.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) Dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax that have not been deposited on account of any dispute are as under.

Name of the Statute	Nature of Dues	Forum where dispute is Pending	Period to which relate	Amount (Rs in Lacs)
Central Excise Act	Duty/Interest/Penalty	Asst.Commissioner	April 2008 to February 2013	24.48
	Duty/Interest/Penalty	Asst.Commissioner	August, 2002 to March, 2007	0.57
	Duty/Interest/Penalty	Asst.Commissioner	2005 to 2006	1.18
	Duty/Interest/Penalty	Asst.Commissioner	October 2008 to August 2013	56.59
	Duty	Dy. Commissioner	March, 2013 to September, 2013	3.79
	Duty	CESTAT, West Zone Bench.	Sept 13 to Aug 14	14.70
	Duty	Additional Commissioner of Central Excise	Nov 10 to Sept 13	5.96
	Duty	Suptd. Of Central Excise(Tech)-IVth Division, Mahad	Oct 13 to Aug 14	0.50
	Duty	Additional Commissioner of Central Excise	Oct 2013 to June, 2014	14.28
	Duty	Asst. Commissioner of Central Excise	September, 2014 to December, 2014	4.43
	Duty	Asst. Commissioner of Central Excise	January, 2015 to April, 2015	1.58
	Transport Fees on SDS	Bombay High Court	2007-08 to 2015-16	46.38
			Total	174.44

(viii) The Company has not defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture holders.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) or any term loans during the year.

(x) Any fraud by the Company or any fraud on the Company by its officers or employees has not been noticed or reported during the year.

(xi) Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) The Company is not a Nidhi Company and therefore the compliance requirements relevant to a Nidhi Company are not applicable.

(xiii) All transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, therefore the compliance of the requirement of section 42 of the Companies Act, 2013 are not applicable.

(xv) Pursuant to the provisions of section 192 of the Companies Act, 2013, the Company has not entered into any non-cash transactions with directors or persons connected with him/her.

(xvi) The Company is not required to be registered under section 45-1(A) of the Reserve Bank of lndia Act, 1934.

For K.S.AIYAR & Co

Chartered Accountants

ICAI Firm''s Registration No. 100186W

RAJESH S. JOSHI

Place of Signature: Mumbai Partner

Date: 27^th May, 2016 Membership No. 38526

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Mar 31, 2015

We have audited the accompanying financial statements of THE DHARAMSI MORARJI CHEMICAL COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 fl ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing 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 in place an adequate internal fi nancial controls system over financial reporting 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 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 qualified audit opinion on the financial statements.

Basis for qualified opinion

The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 lacs till 31st March, 2009 considering unabsorbed loss up to 31st March, 2008 and unabsorbed depreciation up to 31st March, 2009. For the subsequent financial periods, further net deferred tax asset has not been recognized in view of management's perceptions and reasons detailed in Note No.V(c). We are not in a position to opine on the realisability of the said net deferred tax asset. Consequently, the Accumulated losses as at the end of the year would have been higher by Rs.2654.15 Lacs.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 fl ows 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.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

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

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

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

(f) With respect to 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 (net of provision made) in its financial statements

Refer Note 2-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. iii. The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

Re: The Dharamsi Morarji Chemical Company Limited.

Referred to in paragraph 1 on Report on Other Legal and Regulatory Requirements of our report.

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

(b) A substantial portion of the fixed assets has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) The Company has not granted any secured or unsecured loans to any party covered in the register maintained under section 189 of the Companies Act, 2013. Therefore the requirements of sub-clause (a) and (b) of clause (iii) are not applicable to the Company.

(iv) There is an adequate internal control system 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. There is a no continuing failure to correct major weaknesses in internal control system.

(v) The Company had unclaimed fixed deposits of Rs.0.60 Lacs (Earlier deposits) which will be paid/transferred to Investor Education and Protection Fund when claimed/ due.

The Company has not accepted any deposits during the year to which the provisions of section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of deposits) Rules, 2014 apply.

(vi) Central Government has specified the maintenance of cost records under sub-section (l) of section 148 of the Companies Act, 2013. Such accounts and records have been made and maintained by the Company.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax,service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues that were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) Dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute are as under.

Name of the Nature of Dues Forum where dispute is Pending Statute

Central Duty/Interest/Penalty Asst.Commissioner Excise Act Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Asst.Commissioner Duty/Interest/Penalty Commissioner Duty Dy. Commissioner Duty CESTAT, West Zone Bench. Duty Additional Commissioner of Central Excise Duty Suptd. Of Central Excise(Tech)- IVth Division, Mahad Transport Fees on SDS Bombay High Court

Name of the Period to which relate Amount (Rs in Lacs)

Central Excise Act June 1999 to August 1999 2.29 Sept 1999 to Dec 1999 1.81 Jan 2000 to June 2000 3.04 July 1996 to May 1999 4.03 July 2000 to May 2001 2.68 Various 24.48 Various 0.57 August 2003 to May 2004 1.18

56.59 3.79

Sept 13 to Aug 14 14.70

Nov 10 to Sept 13 5.96

Oct 13 to Aug 14 0.50

2007-08 to 2014-15 42.34

Total 163.96

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the year and it has not incurred any cash loss during the current financial year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

(xi) Term loans were applied for the purpose for which the loans were obtained;

(xii) No fraud on or by the Company has been noticed or reported during the year.

For K.S.AIYAR & Co

Chartered Accountants Firm's Registration No. 100186W

RAJESH S.JOSHI

Place of Signature: Mumbai Partner

Date: 28thMay, 2015 Membership No. 38526

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''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 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 qualified opinion.

Basis for Opinion

The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 lacs till 31s March, 2009 considering unabsorbed loss up to 31st March, 2008 and unabsorbed depreciation up to 31st March, 2009. For the subsequent financial periods, further net deferred tax asset has not been recognized in view of management''s perceptions and reason detailed in Note No.V(c). We are not in a position to opine on the net deferred tax asset recognized till date as regards its ultimate realization since the virtual certainty of the available sufficient future taxable income, as required by Accounting Standard 22 i.e. ''Accounting for taxes on income'' notified pursuant to Companies (Accounting Standards) Rules, 2006, could not be substantiated.

Had the Company not recognized the said net deferred tax asset aggregating to Rs2654.15 Lacs, the Accumulated losses as at the end of the year would have been higher by Rs.2654.15 Lacs.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, 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 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements

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

(b) A substantial portion of the fixed assets has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

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

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(b) The Company has taken interest free loan amounting to Rs. 1715.43 Lacs from a director of the Company and inter-corporate deposits of Rs.523.80 Lacs from four parties listed in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans taken were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us the repayment terms of the principal amounts are not decided.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956 have so been entered in register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, these contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits during the year from the public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

(viii) We have broadly reviewed the books of account maintained by the Company which have been made pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Customs Duty and Wealth Tax, Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, the following undisputed statutory dues were outstanding as at March 31,2014 for a period of more than six months from the date they became payable.

Nature of Dues Period to which Due Dates Amount (Rs. In Lacs) Amount relates

Service Tax & Interest 2005-06 Various 0.19

2006-07 Various 35.34

2007-08 Various 33.31

2008-09 Various 3.53

Total 72.37

(b) According to the records of the Company, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of dispute are given below:

Name of the Nature of Dues Forum where Period to Amount Statute dispute is which (Rs in Lacs) Pending relate

Central Duty/ Asst. June 1999 2.29 Excise Act Interest/ Commissioner to Penalty August 1999

Duty/ Asst. Sept 1999 1.81 Interest/ Commissioner to Dec 1999 Penalty

Duty/ Asst. Jan 2000 3.04 Interest/ Commissioner to June 2000 Penalty

Duty/ Asst. July 1996 4.03 Interest/ Commissioner to May 1999 Penalty

Duty/ Asst. July 2000 2.68 Interest/ Commissioner to May 2001 Penalty

Duty/ Asst. Various 24.48 Interest/ Commissioner Penalty

Duty/ Asst. Various 0.57 Interest/ Commissioner Penalty

Duty/ Asst. August 2003 1.18 Interest/ Commissioner to May 2004 Penalty

Duty/ Commissioner 56.59 Interest/ Penalty

Duty Dy. Commissioner 3.79

Duty on Asst. Various 0.80 captive Commissioner consumption

Alleged CESTAT Various 9.76 undervaluation of SA

Transport Fees Bombay 2007-08 37.51 on SDS High Court to 2013-14

Total 148.53

Sales Tax Tax/ Appellate 1992-93 6.91 Act Interest/ Tribunal Penalty

Tax/ Appellate 1993-94 4.20 Interest/ Tribunal Penalty Total 11.11

Entry Tax Tax/Interest High Court 4.47

(x) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the year and it has not incurred any cash loss during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The term loan taken from a Bank has been utilized for the purpose for which it is taken.

(xvii) 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 funds raised on short-term basis have been used for long-term purposes.

(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 companies Act, 1956.

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

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

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the 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 K.S.Aiyar & Co. Chartered Accountants ICAI Firm Registration Number: 100186W

Raghuvir M. Aiyar Partner Membership Number: 38128

Mumbai, 28.05.2014

---

Mar 31, 2012

1) We have audited the attached Balance Sheet of The Dharamsi Morarji Chemical Company Limited, as at March 31, 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.

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

3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4-A) 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 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 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 March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on March 31, 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) Attention is invited to Note No. X(11), regarding preparation of accounts on a 'Going Concern' basis despite continued losses and erosion of total net worth of the Company, in view of the management's perceptions and reasons detailed therein.

(vii) Attention is invited to Note No. X(16), regarding Trade Receivables that could not be classified as outstanding for a period of more than six months from the due date instead of invoice date as required by the revised Schedule VI to the Companies Act, 1956. We were explained that the necessary modification in the existing computer program will be carried out in due course. This revised classification does not have any material impact on the financial statements except for the Presentation and Disclosure of the same.

(viii) The Company had recognized net deferred tax asset in earlier years aggregating to Rs. 2654.15 lacs till 31st March, 2009 considering unabsorbed loss up to 31st March, 2008 and unabsorbed depreciation up to 31st March, 2009. For the subsequent financial periods, further net deferred tax asset has not been recognized in view of management's perceptions and reason detailed in Note No. V(c). We are not in a position to opine on the net deferred tax asset recognized till date as regards its ultimate realization since the virtual certainty of the available sufficient future taxable income, as required by Accounting Standard 22 i.e. 'Accounting for taxes on income' notified pursuant to Companies (Accounting Standards) Rules, 2006, could not be substantiated.

Had the Company not recognized the said net deferred tax asset aggregating to Rs. 2654.15 Lacs, the Accumulated Losses as at the end of the year would have been higher by Rs. 2654.15 Lacs.

(ix) Had the impact of matter stated at (viii) been considered, accumulated losses as at 31st March, 2012 of Rs. 9755.75 Lacs would have been Rs. 12409.90 Lacs.

(x) Subject to Clause No. (viii) and (ix)above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

b. in the case of the Statement of Profit and Loss of the Loss for the year ended on that date; and

c. in the case of the Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2012, of The Dharamsi Morarji Chemical Company Limited)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, in the case of some assets, individual records with quantitative details and values are to be segregated, updated and reconcited.

(b) A substantial portion of the fixed assets has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

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

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

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(b) The Company has taken interest free loan amounting to Rs. 1715.43 Lacs from a director/s of the Company and inter-corporate deposits of Rs. 716.80 Lacs from four parties listed in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans taken were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us the repayment terms of the principal amounts are not decided.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sate of goods and services. However, there is scope to strengthen the internal controls at operational level through proper implementation. During me course of our audit no major weakness has been noticed in the internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956 have so been entered in register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, these contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not complied with certain provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public including non-filing of returns of fixed deposits etc. As informed to us, no order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any other Court or any other Tribunal in contravention of the aforesaid provisions and/or rules by the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however, the scope and coverage of the same needs to be increased.

(viii) We have broadly reviewed the books of account maintained by the Company which have been made pursuant to the Rules made by me Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) According to the records of the Company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Customs Duty and Wealth Tax, Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, the following undisputed statutory dues were outstanding as at March 31, 2012 tor a period of more than six months from the date they became payable.

Nature of Dues Period to which Due Dates Amount (Rs. Amount relates In Lacs)

Service Tax/ Interest thereon 2005-06 Various 0.19

2006-07 Various 45.51

2007-08 Various 33.31

2008-09 Various 3.53

Total 82.54

Professional Tax 2006-07 Various 11.18

2007-08 Various 9.75

2008-09 Various 0.20

2009-10 Various 0.05

2010-11 Various 0.50

2011-12 Various 1.25

Total 22.88

VAT and CST Various 3.36

PF, FPF, EDLI, Admin. Charges, ESIC etc Various 12.75

Tax deducted at source on:

Salary 2011-12 Various 2.55

Contractors 2011-12 Various 2.54

Prof. Fees 2011-12 Various 1.39

TDS on WCT 2011-12 Various 0.15

TCS 2010-11 Various 0.06

2011-12 Various 0.02

Total 6.71

IEPF- Cannot be Cannot be 10.63 Unclaimed Ascertained Ascertained dividend

IEPF-Unclaimed Interest on FD/Debentures Cannot be Cannot be 5.29 Ascertained Ascertained

IEPF-Unclaimed Cannot be Cannot be 17.31 Fixed Deposits Ascertained Ascertained

Sales Tax Loans 161.10

(ix) (b) According to the records of the Company, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of dispute are given below:

Name of the Nature of Dues Forum where Period to Amount Statute dispute is whch relate (Rs. Pending Lacs)

Central Duty/Interest/ Asst. June 1999 to 2.29 Excise Act Penalty Commissioner August 1999

Duty/Interest/ Asst. Sept 1999 to 1.81 Penalty Commissioner Dec 1999

Duty/Interest/ Asst. Jan 2000 to 3.04 Penalty Commissioner June 2000

Duty/Interest/ Asst. July 1996 to 4.03 Penalty Commissioner May 1999

Duty/Interest/ Asst. July 2000 to 2.68 Penalty Commissioner May 2001

Duty/Interest/ Asst. Various 24.48 Penalty Commissioner

Duty/Interest/ Asst. Various 0.57 Penalty Commissioner

Duty/Interest/ Asst. August 2003 1.18 Penalty Commissioner to May 2004

Duty/Interest/ Asst. Various 0.80 Penalty Commissioner

Alleged CESTAT Various 9.76 undervaluation of SA

Total 50.64

Sales Tax Tax/Interest/ Appellate 1992-93 6.91 Act Penalty Tribunal

Tax/Interest/ Appellate 1993-94 4.20 Penalty Tribunal

Total 11.11

Entry Tax Tax/Interest High Court 4.47



(x) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the year and it has not incurred any cash loss during the current financial year and in the immediately preceding financial year.

(xi) Company has defaulted in repayment of Sales Tax Loans of Rs. 161.10 Lacs. Pending receipt of revised schedule the same has been considered as 'Other Payables' in 'Current Liabilities' (Also referred to in ix(a) above).

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The term loan taken from a Bank has been utilized for the purpose for which it is taken.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds amounting to Rs. 2396.16 Lacs raised on short-term basis have been used for long-term purposes.

(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 Companies Act, 1956.

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

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

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the 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 K. S. Aiyar & Co. Chartered Accountants FRN: 100186W

RAGHUVIR M. AIYAR Partner Membership No. 38128

Mumbai, 30th May, 2012

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of The Dharamsi Morarji Chemical Company Limited, as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the nine months period ("the period") ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4-A) 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 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, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt 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 March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified, as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) Attention is invited to Note No.22, regarding preparation of accounts on a 'Going Concern' basis despite continued losses and erosion of total net worth of the Company, in view of the management's perceptions and reasons detailed therein.

(vii) The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 lacs till 31st March, 2009 considering unabsorbed loss up to 31st March, 2008 and unabsorbed depreciation up to 31st March, 2009. For the subsequent financial period, further net deferred tax asset has not been recognized in view of management's perceptions and reason detailed in Note No. 16 (b). We are not in a position to opine on the net deferred tax asset recognized till date as regards its ultimate realization since the virtual certainty of the available sufficient future taxable income, as required by Accounting Standard 22 i.e. 'Accounting for taxes on income' notified pursuant to Companies (Accounting Standards) Rules, 2006, could not be substantiated.

Had the Company not recognized the said net deferred tax asset aggregating to Rs.2654.15 Lacs, the Accumulated Losses as at the end of the period would have been higher by Rs.2654.15 Lacs.

(viii) During the period, consequent to the negotiated settlements with the secured/unsecured lenders of the Company, waived dues representing only the Principal amount of borrowings aggregating to Rs.3362.76 Lacs have been credited directly to the 'Capital Reserve' of the Company for the reasons detailed in Note No. 14, instead of crediting the same to the Profit and Loss Account of the period, as per the treatment recommended by the Expert Advisory Committee of the Institute of Chartered Accountants of India, in respect of a similar case. Had this been credited to the Profit & Loss Account of the period, the Loss for the period would have been lower by Rs. 3362.76 Lacs and accumulated losses as at the end of the period would have been lower by a like amount.

(ix) Had the impact of matters stated at (vii) and (viii) been considered, Loss for the period ended 31st March, 2011 of Rs.479.53 Lacs would have been converted into Profit for the period ended 31st March, 2011 of Rs.2883.23 Lacs and accumulated losses as at 31st March, 2011 of Rs.9357.42 Lacs would have been Rs.8648.81 Lacs.

(x) Subject to Clause No.(vii) and (viii)above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011 ;

b. in the case of the Profit and Loss Account, of the Loss for the period ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flow for the period ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date on the Accounts for the nine months period ended March 31,2011, of The Dharamsi Morarji Chemical Company Limited)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, in the case of some assets individual records with quantitative details and values are to be segregated, updated and reconciled.

(b) A substantial portion of the fixed assets has been physically verified by the management during the period and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(b) The Company has taken interest free loan amounting to Rs. 1715.43 Lacs from a director/s of the Company and inter-corporate deposits of Rs.896.80 Lacs from four parties listed in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans taken were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us the repayment of the principal amounts are as stipulated.

(iv) In our opinion and according to the information and explanatioas given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. However, there is scope to strengthen the internal controls at operational level through proper implementation. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of Companies Act, 1956 have so been entered in register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to usr these contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not complied with certain provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public including non-filing of returns of fixed deposits etc. As infonved to us, no order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any other Court or any other Tribunal in contravention of the aforesaid provisions and/or rules by the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however, the scope and coverage of the same needs to be increased.

(viii) We have broadly reviewed the books of account maintained by the Company which have been made pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1 ){d) of the Companies Act, 1956, in respect of Sulphuric Acid, Single Super Phosphate (Fertilizer) and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) According to the records of the Company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Customs Duty and Wealth Tax, Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, the following undisputed statutory dues were outstanding as at March 31,2011 for a period of more than six months from the date they became payable.

Nature of Dues Period to which Amount relates Due Dates Amount (Rs. In Lacs)

Service Tax/Interest thereon 2005-06 Various 0.19

2006-07 Various 45.51

2007-08 Various 33.31

2008-09 Various 3.53

Total 82.54

Professional Tax 2006-07 Various 11.18

2007-08 Various 10.99

2008-09 Various 0.99

2009-10 Various 0.55

2010-11 Various 0.65

Total 24.36

VAT arid CST Various 8.10

PF,FPF,EDLI,Admin Charges.ESIC etc Various 0.18

Tax deducted at source on:

Salary 2010-11 Various 10.36

Contractors 2010-11 Various 0.74

Prof. Fees 2010-11 Various 3.07

Interest 2010-11 Various 2.33

Brokerage 2010-11 Various 1.58

Non resident 2010-11 Various 0.04

Total 18.12

Nature of Dues Period to which Amount relates Due Dates Amount (Ra. In Lacs)

IEPF-Unclaimed divedend Cannot be Ascertained Cannot be 10.63 Ascertained

IEPF-Unclaimed Interest on FD/ Debentures Cannot be Ascertained Cannot be 5.29 Ascertained

lEPF-Unclaimed Fixed Deposits Cannot be Ascertained Cannot be 19.83 Ascertained

Sales Tax Loans 221.90

(b) According to the records of the Company, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of dispute are given below:

Name of the Nature of Dues Forum where dispute Period to which relate Amount Statute is Pending (Rs In Lacs)

Central Excise Act Duty/interest/ Penalty Asst. Commissioner June 1999 to August 1999 2.29

Duty/Interest/ Penalty Asst. Commissioner Sept 1999 to Dec 1999 1.81

Duty/interest/ Penalty Asst. Commissioner Jan 2000 to June 2000 3.04

Duty/interest/ Penalty Asst. Commissioner July 1996 to May 1999 4.03

Duty/interest/ Penalty Asst. Commissioner July 2000 to May 2001 2.68

Duty/interest/ Penalty Asst. Commissioner Various 24.48

Duty/interest/ Penalty Asst. Commissioner Various 0.57

Duty/interest/ Penalty Asst. Commissioner August 2003 to May 2004 1.18

Duty on captive consumption Asst. Commissioner Various 0.80

Alleged undervaluation of SA CESTAT Various 9.76

CenVat Credit on CHA related services Deputy Commissioner April 2010 to March 2011 2.93

Total 53.57

Sales Tax Act Tax/interest/ Penalty Appelate Tribunal 1992-93 6.91

1993-94 4.20

Total 11.11

Entry Tax Tax/Interest High Court 4.47

(x) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the financial period, and it has not incurred cash loss during the current financial period, but it had incurred cash loss during the immediately preceding financial perdiod.

(xi) Company had defaulted in repayment of Sales Tax Loans for which rescheduling has been sought by the Company.

(xV) Based on our examination of the records and the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The term loans outstanding in the books of the Company as on March 31,2011 have been taken and utilized in earlier accounting periods, including working Capital term loans, which have been converted from working capital fund based limits.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds amounting to Rs.4255.26 lacs raised on short-term basis have been used for long-term purposes.

(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 companies Act, 1956.

(xix) The Company has not issued any debentures during the period.

(xx) The Company has not raised money by public issue during the period.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the 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 K. S. Alyar & Co.

Chartered Accountants

FRN:100186W

Raghuvtr M. Alyar

Partner

Membership No. 38128

Mumbai, 30th May, 2011

---

Jun 30, 2010

1) We have audited the attached Balance Sheet of The Dharamsi Morarji Chemical Company Limited, as at June 30, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the fifteen months period ("the, period") 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 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,

issued by the Central government of India in terms of sub-sectidn (4-A) of section 227 of 1he 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 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, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt 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 June 30,2010 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on June 30,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) Attention is invited to Note No.23, regarding preparation of accounts on a Going Concern basis despite continued losses and erosion of total net worth of the Company, in view of the managements perceptions and reasons detailed therein.

(vii) The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 lacs till 31s March, 2009 considering unabsorbed loss up to 31s1 March, 2008 and unabsorbed depreciation up to 31st March, 2009. For the subsequent financial period, further net deferred tax asset has not been recognized in view of managements perceptions and reason detailed in Note No. 16(b). We are not in a position to opine on the net deferred tax asset recognized till date as regards its ultimate realization since the virtual certainty of the available sufficient future taxable income, as required by Accounting Standard 22 i.e. Accounting for taxes on income issuedby the Institute of Chartered Accountants of India, could not be substantiated.

(viii) Had the impact of matter stated at (vii) been considered, accumulated losses as at the year end would have been Rs. 11532.04 Lacs.

(ix) Subject to Clause No.vii above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30,2010;

(b) in the case of the Profit and Loss Account, of the Loss for the period ended on that date; and

(c) in the case of the Cash Flow statement, of the cash flow for the period ended on that date.

ANNEXURE TO THE AUDITORSREPORT (Referred to in paragraph 3 of our report of even date on the Accounts for the fifteen months period ended June 30, 2010, of The Dharamsi Morarji Chemical Company Limited)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, in the case of some assets individual records with quantitative details and values are to be segregated, updated and reconciled.

(b) A substantia! portion of the fixed assets have been physically verified by the management during the period and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.
(c) In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans taken were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us the repayment of the principal amounts are as stipulated.

(iv) In our opinion and accoiding to the informatipn and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sate of goods and services. However, there is scope to strengthen the internal controls at operational level through proper implementation. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) In our opinion and according to the iniormation and explanations given to us, the particulars of contracts of arrangements referred to in Section 301 of Companies Act, 1956 have so been entered in register required to be maintained under that section. (b) In our opinion and according to the information and explanations given to us, these contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the.relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not complied with certain provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public including non-filing of returns of fixed deposits etc. As informed to us, no order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any other Court or any other Tribunal in contravention of the aforesaid provisions and/or rules by the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however, the scope and coverage of the same needs to be increased.

(viii) We have broadly reviewed the books of account maintained by the Company which have been made pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956, in respect of Sulphuric Acid, Single Super Phosphate (Fertilizer) and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the same.

(ix) (a) According to the records of the Company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Customs Duty and Wealth Tax, Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, the following undisputed statutory dues were outstanding as at June 30,2010 for a period of more than six months from the date they became payable.

Nature of Dues Period to which Amount the amount relates Due Dates (Rs.in Lacs)

Service Tax/ Interest thereon 2005-06 Various 0.19

2006-07 Various 45.51

2007-08 Various 33.31

2008-09 Various 3.53

Total 82.54

Profession Tax 2006-07 Various 11.18

2007-08 Various 10.99

2008-09 Various 1.19

2009-10 Various 1.40

Total 24.76

VAT and CST Various 12.29

PF, FPF, EDLI, Admin. Charges, ESIC etc., Various 0.30

Tax Deducted at source - WCT 2008-09 Various 0.01

2009-10 Various 0.03

Total 0.04

Tax Collected at Source on Scrap Sales 2008-09 Various 0,06

IEPF - Unclaimed Dividend Cannot be ascertained Cannot be ascertained 10,63

IEPF - Unclaimed Interest on FD/ Debentures Cannot be ascertained Cannot be ascertained 5,29

IEPF - Unclaimed Fixed deposits Cannot be ascertained Cannot be ascertained 20,46

(ix) (b) According to the records of the Company, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of dispute are given below:

Name of the Nature of Dues Forum where dispute is Period to which relates Amount Statute Pending (Rs In Lacs)

Duty/Interest /Penalty Asst.Commissioner June 1999 to August 1999 2.29

Central Excise Act Duty/Interest /Penalty Asst.Commissioner Sept 1999 to Dec 1999 1.81

Duty/lnterest/ Penalty Asst.Commissioner Jan 2000 to June 2000 3.04

Duty/Interest/ Penalty Asst.Commissioner Jul 1996 to may 1999 4.03

Duty/lnterest/ Penalty Asst.Commissioner July 2000 to May 2001 2.68

Duty/Interest/ Penalty Asst.Commissioner Various 24.48

Duty/lnterest /Penalty Asst.Commissioner Various 0.57

Duty/lnterest/ Penalty Asst.Commissioner August 2003 to May 2004 1.18

Duty on captive consumption Asst.Commissioner Various 0.80

Alleged under valuation of SA CESTAT Various 9.76

Total 50.64

Sales Tax Act Tax/Interest /Penalty Appellate Tribunal 1992-93 6.91

1993-94 4,20

Total 11.11

Entry Tax Tax/Interest High Court 5.21

(x) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the financial period, and it has incurred cash loss during the period and in the immediately preceding previous period.

(xi) During the period Company had defaulted in repayment of dues to Banks. However the Companys offers for One Time Settlement (OTS) made to the Banks have been accepted by those Banks before the year end. The Company has since complied with the stipulations contained in those OTS. Therefore, in our opinion and according to the information and explanations given to us, the Company as at the year end is not considered to be at any default hi repayment of dues to those Banks.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted loans and advances on the basts of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion and according to ttie information and explanations given to us, the Company is not dealing in or trading in shares/securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The term loans outstanding in the books of the Company as on June 30, 2010 have been taken and. utilized in earlier accounting periods, including working capital term loans, which have been converted from working capital fund based limits.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds amounting to Rs.12542.66 lacs raised on short-term basis have been used for long-term purposes.

(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 companies Act, 1956.

(xix) The Company has not issued any debentures during the period.

(xx) The Company has not raised money by public issue during the period.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the 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 K. S. Alyar & Co.

Chartered Accountants FRN:100186W

Raghuvir M. Aiyar

Partner Membership No. 38128 Mumbai, 31 st August, 2010

---

Mar 31, 2009

1) We have audited the attached Balance Sheet of The Dharamsi Morarji Chemical Company Limited, as at March 31,2009 and also the Profit and Loss Account and the Cash Flow Statement for the eighteen months period ("the period") 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 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, issued by the Central government of India in terms of sub-section (4-A) of section 227 of the Companies act, 1956, we enclose in the Anpexure 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 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, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt 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 March 31, 2009 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) As detailed in Note No.15(a), the Company has considered the reduction in interest rates with effect from April.01, 2005 on borrowings from lenders as stipulated in the Revised Corporate Debt Restructuring (CDR) Scheme. The Company is in the process of complying with the conditions stipulated by the lenders, which are essential for implementing the Revised CDR Scheme. Had the Company continued to provide the interest cost as per rates of interest mentioned in earlier CDR Scheme, the interest cost and loss for the period ended March 31, 2009 would have been higher by Rs.20.69 lacs. This results in an aggregate negative impact, on the financial position of the Company as on March 31, 2009 of Rs.350.93 lacs.

(vii) No provision has been made towards interest of Rs.785.82 lacs due to banks, since the banks concerned have not debited the same to the respective accounts of the Company till date (Refer note 15(d)). Had the Company provided for the same, interest cost and loss for the period and accumulated losses as at year end would have been higher by Rs. 785.82 Lacs.

(viii) During the period, the Company has recognized estimated net deferred tax asset amounting to Rs.505.98 lacs and credited the same to the Profit and Loss Account. (Refer note 16(b)). Consequently, the accumulated net deferred tax asset as at year end aggregates to Rs.2654.15 lacs. We are not in a position to opine on the net deferred tax asset recognized till date as regards its ultimate realization since the virtual certainty of the available sufficient future taxable income, as required by Accounting Standard 22 i.e. Accounting for taxes on income issued by the Institute of Chartered Accountants of India, could not be substantiated.

(ix) Attention is invited to Note No.24, regarding preparation of accounts on a Going Concern basis despite continued losses and erosion of total net worth of the Company, in view of the managements perceptions and reasons detailed therein.

(x) Had the impact of matters stated at (vii) and (viii) been considered, then the Loss for the year would have been higher by Rs. 1291.80 Lacs and the accumulated losses as at the year end would have been higher by Rs.3439.97 Lacs.

(xi) Subject to Clause Nos. (vii) & (viii) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

(b) in the case of the Profit and Loss Account, of the Loss for the period ended on that date; and

(c) in the case of the Cash Flow statement, of the cash flow for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date on the Accounts for the eighteen months period ended March 31,2009, of The Dharamsi Morarji Chemical Company Limited)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, in the case of some assets individual records with quantitative details and values are to be segregated, updated and reconciled.

(b) A substantial portion of the fixed assets have been physically verified by the management during the period and in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(b) The Company has taken interest free loan amounting to Rs. 329.43 lacs from a director of the Company and inter-corporate deposits of Rs.896.80 Lacs from four parties listed in the register in the Register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans taken were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us the repayment of the principal amounts are as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. However, there is scope to strengthen the internal controls at operational level through proper implementation. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts of arrangements referred to in Section 301 of Companies Act, 1956 have so been entered in register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, these contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not complied with certain provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public including non-filing of returns of fixed deposits etc. As informed to us, no order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any other Court or any other Tribunal in contravention of the aforesaid provisions and/or rules by the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however, the scope and coverage of the same needs to be increased.

(viii) We have broadly reviewed the books of account maintained by the Company which have been made pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956, in respect of Sulphuric Acid, Single Supei Phosphate (Fertilizer) and Ethyl (Absolute) Alcohol and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) According to the records of the Company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Customs Duty and Wealth Tax, Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Saies Tax, Excise Duty, Service Tax, Cess and other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, the following undisputed statutory dues were outstanding as at March 31, 2009 for a period of more than six months from the date they became payable.

Nature of Dues Period to which the Due Dates Amount

amount relates (Rs.in Lacs)

Service Tax/ Interest thereon 2006-07 Various 44.87

2007-08 Various 24.94

2008-09 Various 3.09

Total 72.90

Profession Tax 2006-07 Various 11.18

2007-08 Various 10.99

2008-09 Various 5.60

Total 27.77

Provident Fund, EDLI, Administra- tive charges. 2008-09 Various 8.20 (Employers Cont- ribution & Contra- ctors employees)

Tax Deducted at source - Profess- ional fees 2008-09 Various 9.10

Tax Deducted at source - Salaries 2008-09 Various 4.36

Tax Deducted at source - Contractors 2008-09 Various 6.60

Tax Deducted at source - Interest 2008-09 Various 7.01

Tax Deducted at source - Brokerage 2008-09 Various 1.79

Tax Deducted at source - Rent 2008-09 Various 0.23

Total 29.09

Tax Collected at Source on Scrap Sales 2008-09 Various 0.21

IEPF - Unclaimed Dividend Cannot be ascertained Cannot be ascertained 10.63

IEPF - Unclaimed Interest on FD/ Debentures Cannot be ascertained Cannot be ascertained 5.29

IEPF - Unclaimed Fixed deposits Cannot be ascertained Cannot be ascertained 21.11

(ix) b) According to the records of the Company, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of dispute are given below:

Name of the Statute Nature of Dues Forum where dispute is Period to which relates Amount

Pending (Rs.in lacs)

Duty/lnterest/ Penalty CESTAT June 1999 to August 1999 2.29

Duty/Interest/ Penalty CESTAT Sept 1999 to Dec 1999 1.81

Duty/Interest/ Penalty CESTAT Jan 2000 to June 2000 3.04

Duty/lnterest/ Penalty CESTAT July 2000 to May 2001 2.68

Duty/lnterest/ Penalty CESTAT August 2003 to May 2004 0.56

Cess on EOU Supply Assistant Commissioner July 1996 to May 1999 0.80

Cess on EOU Supply Assistant Commissioner March 2007 0.35

Alleged under- valuation of SA - 9.76

Total 21.29

Sales Tax Act Tax/Interest/ Penalty Appellate Tribunal 1992-93 6.91

1993-94 4.20

Total 11.11

(x) The accumulated losses of the Company are more than fifty percent of the Net Worth of the Company as at the end of the financial period, and it has incurred cash loss during the period and in the immediately preceding previous period.

(xi) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks as detailed below:

Name of Bank Principal Amount Period of default Interest Amount

default

IDBI Limited Rs.476 Lacs Quarterly installment from Rs.347.56 Lacs

01-07-2007 to 31-03-2009

State Bank of India Rs.88.05 Lacs Quarterly installment from Rs.57.97 Lacs

01-01-2008 to 31-03-2009

Dena Bank Rs.51.24 Lacs Quarterly installment from Rs.35.36 Lacs

01-07-2008 to 31-03-2009

SBI Commercial and International Rs.14.82 Lacs Quarterly installment from Rs.10.29 Lacs

Bank Limited. 01 -01 -2008 to 31 -03-2009





Name of Bank Period of default

State Bank of India Monthly from 01-05-2007 to 31-03-2009.

Dena Bank Monthly from 31-10-2007 to 31-03-2009.

SBI Commercial and International Monthly from 30-04-2008 to 31-03-2009.

Bank Limited. Monthly from 31-07-2007 to 31-03-2009.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The term loans outstanding in the books of the Company as on March 31, 2009 have been taken and utilized in earlier accounting periods, including working capital term loans, which have been converted from working capital fund based limits.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds amounting to Rs.9519.63 lacs raised on short-term basis have been used for long-term purposes.

(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 companies Act, 1956.

(xix) The Company has not issued any debentures during the period.

(xx) The Company has not raised money by public issue during the period.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the 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 K. S. Aiyar & Co.

Chartered Accountants

Raghuvir M. Aiyar

Partner Mumbai, 30th June, 2009 Membership No. 38128