Auditor Report of Phyto Chem (India) Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Phyto Chem (India) Limited (‘the Company''),
which comprise the Balance Sheet as at 31 March, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes forming part of financial statements, including a summary of Material Accounting
Policies and other explanatory information (hereinafter referred to as ‘the financial statements'').
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015 as amended (‘Ind AS'') and other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March, 2024 and its profit, total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs)
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 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 (ICAI) together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ICAI''s 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 financial statements.

Key audit matters

Key audit matters (‘KAM'') are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the context
of our audit of the financial statements as a whole and informing our opinion thereon, and we do not
provide a separate opinion on these matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.

S. No.	Key Audit Matter	Auditor’s Response
1	Timing of Revenue recognition in the proper period as per Ind AS 115. Refer to Note-2.18 (Material Accounting Policies on Revenue Recognition). In accordance with Ind AS 115, Revenue from Contracts with Customers, revenue from sale of goods is recognized when control of the products being sold is transferred to the customer based on terms of sale. Revenue is measured at consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to	Our audit procedures included the following: i. We evaluated the design and tested operating effectiveness of the relevant controls with respect to revenue recognition including those relating to cut off at year end; ii. We assessed the appropriateness of the revenue recognition accounting policies in line with Ind AS 115 “Revenue from Contracts with Customers”; iii. We performed substantive testing of revenue transactions, recorded during the year by testing the underlying documents which included

S. No	Key Audit Matter	Auditor’s Response
	a customer, excluding amounts collected on behalf of third parties. The transaction price of the goods sold is net of variable consideration on account of various discounts offered by the Company as part of contract. We identified timing of revenue recognition in the proper period as a key audit matter since it involves higher assessed risk of material misstatement and is required to be recognized as per the requirements of applicable accounting framework.	customer order and directions, goods dispatch notes, shipping documents and customer acknowledgments as applicable; iv. We tested a sample of manual journal entries posted to revenue and assessed their appropriateness; v. We tested, on a sample basis, specific revenue transactions recorded before and after the financial year end date including examination of credit notes issued after the year end to determine whether the revenue has been recognized in the appropriate financial period. Based on the above stated procedures, no significant exceptions were noted in revenue recognition.
2	Trade Receivables: The trade receivables stands at Rs.1568.76 lakhs which constitutes 105.92% of total turnover for the financial year 2023-24. This indicates a very low average collection period of trade receivables, and the age profile of the trade receivables indicates that 61.08% of trade receivables are over dues are in the age-wise bucket of 6 months to 36 months. Against the outstanding trade receivables, the Company made a provision for doubtful debts at (ECL) Rs.5.95 lakhs. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the areas where it operates, in calculating expected credit losses, the Company also considered credit reports and other related credit information for its customers to estimates the probability of default in future. The estimation of realisable debts involves significant management judgements. Since amount involved is material and significant management judgement, we consider this as one of the key audit matters.	Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: We have evaluated the methodology for age-wise bucketing of trade receivables and key assumptions underlying the probability of default estimates on the same, to ascertain that the same were broadly in-line with the Corporation''s historical default rates. We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions, (2) completeness and accuracy of information used in the estimation of probability of default, and (3) computation of the allowance for credit losses. For a sample of customers we tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. We evaluated the incorporation of the applicable assumptions into the estimate of expected credit losses and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company.
3	Downfall of Turnover and incurring of heavy losses: Drastic reduction in turnover of the Company and incurring heavy losses during the financial year 2023-24. Refer to note no.21 of enclosed Standalone	Our Audit procedures included and were not limited to the following. Reviewed the selling prices of the main products of the Company with that of the previous year rates to know the reason for low turnover.

S. No	Key Audit Matter	Auditor’s Response
	financial statements of the Company. During the financial year 2023-24, the Company has incurred heavy loss of Rs.333.93 Lakhs due to drastic reduction in the turnover of the Company. The turnover of the Company has been reduced to Rs.1481.07 Lakhs from Rs.2561.77 Lakhs in the FY.2022-23. Management asserts that the reduction of turnover is due to reduction in prices of products produced by the Company due to cut-throat competition in the market. It is stated that consumption of pesticides products reduced globally in the recent past and as a result export trade of the pesticide industry has gone down. In order to liquidate the shelf life based products produced, the Giant Companies of the Industry had dumped the domestic market with their material due to lack of export trade. The retail buyers utilised this situation and bargained for lower prices and higher credit period. Both these factors contributed in reduction of turnover and mounting of trade receivables of the Company. As a result of this situation, Company could not lessen the bank credit burden and reduce the financial cost for this year even though Low activity during this year. In addition to the finance cost the fixed expenses like staff salaries, travelling expenses, depreciation etc., have not been reduced despite of low production activity and resulted in heavy loss. Since it is felt by the Management that the situation is permanent in nature and affects the Going Concern Status of the Company in the long run, the management has decided to switch over to alternative avenues and started Ferro Alloys business to save the existence of the Company. As the losses incurred and turnover reduced are material in nature, it is considered to treat this area as a Key Audit Matter.	Reviewed the percentage of credit period allowed to the buyers and noted that it is 100% higher to that of credit period allowed by the bankers of the Company. Reviewed the trend of the industry by verifying online the turnovers and profitability of the Giant Companies of the industry and the medium sized Companies of the industry and noted that there was huge downfall in both turnover and profitability. Reviewed the minutes of the Board meetings and Committee meetings to observe the stage of alternative business efforts and noted that the activity has been commenced before the signing of the audit report after the balance sheet date. Assesed the competence of internal and external specialists involved in the process. Reviewed the alternative business disclosures made by the Board reports. Our procedures as mentioned above has proved the indication of downfall of pesticide industry in the country.

The Company''s management and Board of Directors are responsible for the preparation of the other
information. The other information comprises the information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility and sustainable
Report, Corporate Governance and Shareholder''s information, but does not include the consolidated
financial statements and financial statements and our auditor''s report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained during the course of our 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.

Responsibility of Management and those charged with Governance for the Financial Statement

The Company''s management and Board of Directors are responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance, including other comprehensive income, changes in
equity and cash flows of the Company in accordance with the Indian Accounting Standard (‘Ind AS'') and
other accounting principle generally accepted in India, including Ind AS specified under section 133 of the
Act. 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
judgements 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.

In preparing the 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 and Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

* Identify and assess the risks of material misstatement of the 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 controls.

* Obtain an understanding of internal financial controls 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 with reference
to financial statements in place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and 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 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 financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 results of our work; and (ii) to evaluate the effect of any
identified misstatements in the 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 financial statements of the current period 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

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 ‘Annexure-A''
a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 including Other Comprehensive Income,
the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report
are in agreement with the relevant books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under
section 133 of the Act.

e. On the basis of the written representations received from the directors as on March 31,
2024 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 controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure-
B''. Our report expresses an unmodified opinion on the adequacy and the operating
effectiveness of the Company''s internal financial controls with reference to Financial
Statements.

g. With respect to other matters to be included in the Auditors Report in accordance with
requirements of section 197(6) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us,
the remuneration paid by the Company to its directors during the year is within the limits
prescribed as per the provisions of section 197 of the Act.

h. 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 (as amended), in our opinion and
to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements. Refer note.38 to the Financial Statements.

ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts (including
derivative contracts).

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

iv.

a. The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) 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 or entity,
including foreign entity (“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;

b. The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received
by the Company from any person or entity, including foreign entity (“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;

c. Based on the audit procedures 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), as provided
under (a) and (b) above, contain any material misstatement.

v. No dividend is declared or paid during the year by the Company and accordingly,
compliance with section 123 of the Act is not applicable to the Company.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023.

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

For M/s. Yelamanchi & Associates

Chartered Accountants
Firm Regn. No. 000041S

Y. P. Rao

Place : Hyderabad ^Part^ner lyi.Nlo.²⁵²⁶⁶

Date :29^th May 2024 ICAI UDIN: 24025266BKEIYK7420

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Mar 31, 2015

We have audited the accompanying financial statements of M/s.Phyto Chem (India) 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 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for the 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 misstatements, 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) 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 misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedure selected depend on the auditors' judgement, 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 controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls systems 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 audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its Profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) order, 2015 (the order ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and accord to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

b. In our opinion, proper books of accounts 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 and 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 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 does not have any legal pending matters which are to be disclosed in its Financial Statements (refer note No. 41).

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

iii. The Company does not have any amount required to be transferred to Investor Education and protection Fund during the year ended 31st March 2015.

ANNEXURE TO THE AUDIT REPORT

(Annexure referred to in paragraph 1 of Independent Audit Report on the Financial Statements for the year ended 31st March, 2015)

i. In respect of Company's Fixed Assets:

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

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

ii. In respect of its inventory:

a. The inventories have been physically verified by the management during the year at reasonable intervals and in our opinion, the frequency of verification is reasonable.

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

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

iii. According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 during the year. Therefore the provisions of clause 3 (iii) (a) & (b) of the Order are not applicable..

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in terms of the provisions of Section 73 and 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records and Audit) Rules, 2011 as amended prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

vii. a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of these Provident Fund, Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

b. Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, VAT and Cess which have not been deposited as on 31March 2015 on account of dispute are given below:

S. No. Statue Nature Amount Period Forum where dispute is pending of dues (Rs.)

1. Sales Tax Improper Rs.10.22 2010-11 Appeal filed by the Company and matter addition of lacs 2011-12 & is pending before the Appellate Authority turnover 2012-13

c. In our opinion and according to the information and explanations given to us, the Company does not have any amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Act and Rules thereunder.

viii. In our opinion and according to the information and explanations given to us, the Company does not have any accumulated losses as at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not obtained any loan from financial institutions and debenture holders.

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

xi. According to the information and explanations given to us, the Company has not obtained any term loan.

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

for T.ADINARAYANA & Co.

Chartered Accountants

Firm Regn. No.000041S

Y.P. RAO

Partner

Place: Hyderabad (M.No.25266)

Date: 29th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Phyto Chem (India) Limited (the Company), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 Account, of the profit 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.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”) as amended issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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, 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 Balance Sheet and Statement of Profit and Loss, and the Cash Flow statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013, dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Annexure referred to in paragraph 1 under the heading of "Report on other legal and Regulatory requirements” of our report of even date.

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. All the Fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any substantial part of its fixed assets. As such the going concern status of the company is not affected.

2. a. The inventories have been physically verified by the management during the year and 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. The company has maintained proper records of inventories. The discrepancies noticed on physical verification between the Physical stocks and the book records were not material.

3. According to the information and explanations given to us, the Company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. As such the provisions of 4(iii) (b) (c) & (d) of the companies (Auditor''s Report) order 2003 are not applicable to this company in this year.

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

5. a. According to the information and explanations given to us, we are of the opinion that the contracts or arrangements referred in section 301 of Companies Act, 1956 have been entered in the registers required to be maintained under that section and

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits.

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

8. We have broadly reviewed without making a detailed examination of the records maintained by the Company pursuant to the order 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 records have been made and maintained.

9. a. According to the information and explanations given to us and the records of the Company, the company is regular in depositing with appropriate authorities undisputed, statutory dues including provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues.

b. There are no undisputed Statutory dues in respect of provident fund, Employees State Insurance, income tax, wealth tax, sales tax, custom duty, service tax and cess which are outstanding at the year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute as on 31st March, 2014.

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

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, banks or debenture holders.

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

13. 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 Companies (Auditor''s Report) order, 2003 is not applicable to the company.

14. According to the Records of the Company, the investments made in the nature of shares in other companies are held in the name of the company and necessary records recording the transaction and relevant entries have been maintained.

15. According to the information and explanations given to us, the company has not given guarantee for the loans taken by others from banks or Financial Institutions.

16. According to records of the Company, the company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet and the Cash flow Statements of the company, we are of the opinion that no funds raised on Short term basis have been used for long-term investment.

18. As per the information and explanations given to us, during the year 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.

19. According to the information and explanations given to us, the company has not issued debentures during the year which required the creation of security or charge.

20. During the year the Company has not made any public issues for which the management has to disclose the end use of money raised through that public issue.

21. As per the representation given by the Company and relied on by us, no fraud on or by the Company has been noticed or reported during the year. For T. Adinarayana & Co., Chartered Accountants Firm Regn. No 000041S

Y.P.Rao Place: Hyderabad, Partner Date : 26th May, 2014 M. No. 25266

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S PHYTO CHEM (INDIA) LIMITED, as at 31st March, 2012, the Profit & Loss Account and also 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 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 in terms of Section 227 (4A) 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 paragraph above, we state that :

i. 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.

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

iii. The Balance Sheet, Profit & 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 & Losss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

v. On the basis of the written representations received from the Directors, as on 31st March, 2012, and take on the record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as Directors in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Schedules and Notes and Accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

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

b. in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

c. in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors report of even date to the Members of M/S PHYTO CHEM (INDIA) LIMITED on the accounts for the Year ended 31st March, 2012.

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. As explained to us, the Fixed Assets have been physically verified by the management according to the phased programme designed to cover all the Fixed Assets on rotation basis. In respect of Fixed Assets verified according to this programme, which is considered reasonable, no material discrepancies were noticed on such verification.

c. The Company has not disposed off substantial part of Fixed Assets which affects the going concern concept of the Company.

2. a. The inventories of the Company have been physically verified by the management during the year at reasonable intervals.

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. The Company has maintained proper records of inventories and the discrepancies noticed on physical verification of stocks are compared to book record, which in our opinion were not material, have been properly dealt with in the books of account.

3. The Company has not granted/taken any loan, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of Companies Act, 1956. As such the provisions of 4 (iii) (b) (c) and (d) of the Companies (Auditor's Report) order, 2003 are not applicable to this Company in this year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have not observed any continuous failure to correct major weaknesses in the internal controls.

5. a. According to the information and

explanations given to us, we are of the opinion that the contracts or arrangements referred to in sec 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section 301 of the Companies Act 1956.

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

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public covered by the directions issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under by the Company Law Board in this regard are not applicable.

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

8. We have broadly reviewed without making a detailed examination of the records maintained by the Company pursuant to the order 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 records have been made and maintained.

9. a. According to the records of the Company and as per the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duties, Excise Duties and Cess and other material statutory dues.

b. There are no undisputed statutory dues in respect of Provident Fund, investor Education and Protection Fund. Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty and cess which are outstanding at the year end for a period more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March, 2012.

10. As per the information and explanations given to us and an overall examinations of the financial statements of the Company for the current and immediately preceding financial year, we report that the Company does not have any accumulated losses at the end of the current financial year nor incurred cash losses in the current and the immediately preceding financial year.

11. According to the records of the Company, during the year, the Company has not defaulted in repayment of dues to financial institutions or banks or debentures holders.

12. As per the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4 (xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

13. In our opinion, as the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for this year.

14. According to the records of the Company, the investments made in the nature of shares in other Companies are held in the name of the Company and necessary records recording the transaction and relevant entries have been maintained.

15. As per the information and explanations given to us, the Company has not given any guarantees for the Loans taken by others from Banks or financial institutions.

16 The Company has availed Term Loan during the period under audit. It has applied the funds for which purpose the term loan was sanctioned.

17. As per the information and explanation given to us and on an overall examination of the Balance Sheet and the Cash Flow

statements of the Company, we are of opinion that no funds raised on short term basis have been used for long term investment.

18. As per the information and explanations given to us, during the year 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.

19. The Company has not issued any debentures during the year, which requires the creation of security or charge.

20. During the year, the Company has not made any public issue for which the Management has to disclose the end use of money raised through that public issue.

21. As per the representation given by the Company and relied on by us, no fraud on or by the Company has been noticed or reported during the year.





For T. Adinarayana & Co., Chartered Accountants Firm Regn. No. 000041S

Y.P.RAO Partner M.No. 25266

Place: Hyderabad Date : 30th May, 2012

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Mar 31, 2011

1) We have audited the attached Balance Sheet of M/S PHYTO CHEM (INDIA) LIMITED, as at 31st March, 2011, the Profit & Loss Account and also 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 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 in terms of Section 227 (4A) 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 paragraph above, we state that :

(i) 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.

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

(iii) The Balance Sheet, Profit & 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 & Losss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub Section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

(v) On the basis of the written representations received from the Directors, as on 31st March, 2011, and take on the record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as Directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Schedules and Notes and Accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

ii) in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

iii) in the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors report of even date to the Members of M/S PHYTO CHEM (INDIA) LIMITED on the accounts for the Year ended 31st March, 2011.

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, the Fixed Assets have been physically verified by the management according to the phased programme designed to coverall the Fixed Assets on rotation basis. In respect of Fixed Assets verified according to this programme, which is considered reasonable, no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of Fixed Assets which affects the going concern concept of the Company.

2. a) The inventories of the Company have been physically verified by the management during the year at reasonable intervals.

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) The Company has maintained proper records of inventories and the discrepancies noticed on physical verification of stocks are compared to book record, which in our opinion were not material, have been properly dealt with in the books of account.

3. (a) The Company has not granted/taken any loan, secured or unsecured, to / from Companies, firms or other parties covered In the register maintained under section 301 of Companies Act, 1956. As such the provisioins of 4 (iii) (b) (c) and (d) of the Companies (Auditor's Report) order, 2003 are not applicable to this Company in this year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have not observed any continuous failure to correct major weaknesses in the internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements referred to in sec 301 of the Companies Act,1956 have been entered in the register required to be maintained under that section 301 of the Companies Act 1956.

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

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public covered by the directions issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under by the Company Law Board in this regard are not applicable.

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

8. We have broadly reviewed without making a detailed examination of the records maintained by the Company pursuant to the order 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 records have been made and maintained.

9. a) According to the records of the Company and as per the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duties, Excise Du- ties and Cess and other material statutory dues.

b) There are no undisputed statutory dues in respect of Provident Fund, Invester Education and Protection Fund. Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty and cess which are outstanding at the year end for a period more than six months from the date they became payable.

c) According to the information and explainations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March, 2011.

10. As per the information and explanations given to us and an overall examinations of the financial statements of the Company for the current and immediately preceding financial year, we report that the Company does not have any accumulated losses at the end of the current financial year nor incurred cash losses in the current and the immediately preceeding financial year.

11. According to the records of the Company, during the year, the Company has not defaulted in repayment of dues to financial institutions or banks or debentures holders.

12. As per the information and explanations given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4 (xii) of the companies (Auditor's Report) Order, 2003 are not applicable to the Company.

13. In our opinion, as the Company is not a chit fund or a nidhi/mututal benefit fund/ society. Therefore the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for this year.

14. According to the records of the Company, the investments made in the nature of shares in other Companies are held in the name of the Company and necessary records recording the transaction and relevant entries have been maintained.

15. As per the information and explanations given to us, the Company has not given any guarantees for the Loans taken by others from Banks or financial institutions.

16. According to record of the Company, the company has not raised any term loans during the year.

17. As per the information and explanation given to us and on an overall examination of the Balance Sheet and the Cash Flow statements of the Company, we are opinon that no funds raised on short term basis have been used for long term investment.

18. As per the information and explanations given to us, during the year 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.

19. The Company has not issued any debentures during the year, which requires the creation of security or charge.

20. During the year the Company has not made any public issue for which the Management has to disclose the end use of money raised through that public issue.

21. As per the representation given by the Company and relied on by us, no fraud on or by the Company has been noticed or reported during the year.

for T.Adinarayana & Co., Chartered Accountants Firm Regn. No. 000041S

Y.P.RAO Partner M.No.25266

Place : Hyderabad Date : 30th May, 2011

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S PHYTO CHEM (INDIA) LIMITED, as at 31st March, 2010, the Profit & Loss Account and also tha Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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 in terms of Section 227 (4A) 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 paragraph above, we state that :

(i) 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.

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

(iii) The Balance Sheet, Profit & 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 & Losss Account and Cash Flow Statement dealt With by this report comply with the accounting standards referred to in sub Section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

(v) On the basis of the written representations received from the Directors, as on 31st March, 2010, and take on the record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as Directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956. (vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Schedules and Notes and Accounting policies hereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii) in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

iii) in the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of Audi- tors report of even date to the Members of M/S PHYTO CHEM (INDIA) LIMITED on the accounts for the Year ended 31st March, 2010.

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, the Fixed Assets have been physically verified by the management according to the phased programme designed to cover all the Fixed Assets on rotation basis. In respect of Fixed Assets verified according to this programme, which is considered reasonable, no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of Fixed Assets which affects the going concern concept of the Company.

2. a) The inventories of the Company have been

physically verified by the management during the year at reasonable intervals.

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) The Company has maintained proper records of inventories and the discrepancies noticed on physical verification of stocks are compared to book record, which in our opinion were not material, have been properly dealt with in the books of account.

3. The Company has not granted / taken any loan, secured or unsecured, to / from Companies, firms or other parties covered in the register maintained under section 301 of Companies Act, 1956. As such the provisioins of 4 (iii) (b) (c) and (d) of the Companies (Auditors Report) order, 2003 are not applicable to this Company in this year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of

the Company and the nature of its business with regard to purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have not observed any con- tinuous failure to correct major weaknes- ses in the internal controls.

5. (a) According to the information and explana

-tions given to us, we are of the opinion that the contracts or arrangements referred to in sec 301 of the Companies Act,1956 have been entered in the register required to be maintained under that section 301 of the Companies Act 1956.

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

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public covered by the directions issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under by the Company Law Board in this regard are not applicable.

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

8. We have broadly reviewed without making a detailed examination of the records maintained by the Company pursuant to the order 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 records have been made and maintained.

9. a) According to the records of the Company

and as per the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duties, Excise Duties and Cess and other material statutory dues. b) There are no undisputed statutory dues in respect of Provident Fund, Invester Education and Protection Fund. Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty and cess which are outstanding at the year end for a period more than six months from the date they became payable.

c) According to the information and explainations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March, 2010.

10. As per the information and explanations given to us and an overall examinations of the financial statements of the Company for the current and immediately preceding financial year, we report that the Company does not have any accumulated losses at the end of the current financial year nor incurred cash losses in the current and the immediately preceeding financial year.

11. According to the records of the Company, during the year, the Company has not defaulted in repayment of dues to financial institutions or banks or debentures holders.

12. As per the information and explanations given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4 (xii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. In our opinion, as the Company is not a chit fund or a nidhi/mututal benefit fund/ society. Therefore the provisions of Clause 4 (xiii) of the Companies (Auditors Report)

Order, 2003 are not applicable to the Company for this year.

14. According to the records of the Company, the investments made in the nature of shares in other Companies are held in the name of the Company and necessary records recording the transaction and relevant entries have been maintained.

15. As per the information and explanations given to us, the Company has not given any guarantees for the Loans taken by others from Banks or financial institutions.

16. According to record of the Company, the company has not raised any term loans during the year.

17. As per the information and explanation given to us and on an overall examination of the Balance Sheet and the Cash Flow statements of the Company, we are opinon that no funds raised on short term basis have been used for long term investment.

18. As per the information and explanations given to us, during the year 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.

19. The Company has not issued any debentures during the year, which requires the creation of security or charge.

20. During the year the Company has not made any public issue for which the Management has to disclose the end use of money raised through that public issue.

21. As per the representation given by the Company and relied on by us, no fraud on or by the Company has been noticed or reported during the year.

for T.Adinarayana & Co., Chartered Accountants

Place : Hyderabad Y.P.RAO

Date : 31 st May, 2010 Partner

M.No.25266