Auditor Report of Sunshield Chemicals Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of Sunshield Chemicals Limited ("the Company"), which
comprise the Balance Sheet as at March 31, 2025, 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 to
the Financial Statements including a summary of material accounting policies and other explanatory information
(hereinafter referred to as ''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 March 31, 2025, the net profit and
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 specified under
section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s
Responsibility 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 obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the 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
Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming 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

Sr. No.	Key Audit Matter	Auditor''s Response
1.	There are several litigations pending before various forums against the Company. These also include matters under various statutes and involve significant management judgement and estimates on the possible outcome of the litigations and consequent provisioning thereof or disclosure as contingent liabilities. We identified this as a key matter as the estimate of these amounts involves a significant degree of management judgement and high estimation uncertainty.	To address this key audit matter, our procedure included: • Obtaining from the management details of matters under disputes including ongoing and completed tax assessments, demands and other litigations. • Evaluation and testing of the design of internal controls followed by the company relating to litigations and open tax positions for direct and indirect taxes and process followed to decide provisioning or disclosure as contingent liabilities. • Discussing with the company''s personnel for sufficient understanding of on-going and potential legal matters impacting the Company.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Management and Board of Directors is responsible for the Other Information. The Other Information
comprises the information included in the Management Discussion and Analysis, Board''s Report including annexures
to the Board''s Report, Corporate Governance and Shareholders Information but does not include the 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 identified
above when it becomes available 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 the regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements.

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 Ind AS and other accounting principles generally accepted in India. 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.

In preparing the Financial Statements, Management and Board of Directors are 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 Management and Board of Directors are also 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 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 judgment 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 control.

• Obtain an understanding of internal financial 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 with reference to financial
statements 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 the management.

• Conclude on the appropriateness of Management''s and Board of Director''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 (i) in 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

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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. Also refer our comments in paragraph 2(h)(vi).

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash Flows 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 31,2025, taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 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". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal
financial controls over financial reporting.

g) 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, in our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

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 no. 32 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 are no amounts which were 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, as disclosed in Note

no. 42(1) to the Financial Statements, 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in Note
no. 42(1) to Financial Statements, no funds have been received by the Company from any persons
or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Company shall, 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 such audit procedures that we have 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. The final dividend declared and paid by the Company during the year for the previous year is in
accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note no.16(i) to the Financial Statements, the Board of Directors of the Company have
proposed final dividend for the year which is subject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances,
we report that for the year ended March 31,2025, for maintaining its books of account, the Company has
used accounting software 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 software except that no audit
trail was enabled at the database level for accounting software SAP to log any direct data changes.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with,
in respect of accounting software for which the audit trail feature was operating.

The Company has complied with the statutory requirements of preservation of the audit trail for transactions recorded
in the software except for audit trail at the database level for accounting software SAP to log in any direct changes
which was not enabled till 31^st March 2025.

For CNK & Associates LLP
Chartered Accountants
Firm Registration Number: 101961W/W100036

Diwakar Sapre
Partner

Place: Mumbai Membership No.: 040740

Date: May 05, 2025 UDIN: 25040740BMIGJE6369

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Mar 31, 2024

Sunshield Chemicals Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Sunshield Chemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31,2024, 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 to the Financial Statements including a summary of material accounting policies and other explanatory information (hereinafter referred to as ''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 March 31, 2024, the net profit and 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 specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the 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 Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming 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.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Revenue from the sale of goods is recognised when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition in the case of sale of goods is when the control over the same is transferred to the customer and the Company has fulfilled all its obligations. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue not being recorded in the correct accounting period. Refer Note 2.1 to the Financial Statements - Material Accounting Policies	Our audit approach comprised test of internal controls and substantive procedures including: • Assessing the appropriateness of the Company''s accounting policy relating revenue recognition in line with Ind AS 115 ("Revenue from Contracts with Customers") and testing thereof. • Evaluating the general information and control environment and testing the operating effectiveness of the IT application controls. • Testing the effectiveness of such controls over cut-off procedures adopted as at the year-end. • Substantive Testing the sales transactions recorded during the period closer to the year- end and subsequent to the year-end, including examination of credit notes issued after the year-end to determine the appropriateness of the period in which revenue is recognized. • Performing analytical procedures on revenue based on periodical past trends and where appropriate, conducting further enquiries and testing. • Evaluating the design and implementation of the Company''s controls in respect of revenue recognition.

Sr. No.	Key Audit Matter	Auditor''s Response
2.	There are several litigations pending before various forums against the Company. These also include matters under various statutes and involve significant management judgement and estimates on the possible outcome of the litigations and consequent provisioning thereof or disclosure as contingent liabilities. We identified this as a key matter as the estimate of these amounts involve a significant degree of management judgement and high estimation uncertainty.	To address this key audit matter, our procedure included: • Obtaining from the management details of matters under disputes including ongoing and completed tax assessments, demands and other litigations. • Evaluation and testing of the design of internal controls followed by the company relating to litigations and open tax positions for direct and indirect taxes and process followed to decide provisioning or disclosure as contingent liabilities. • Discussing with the company''s personnel for sufficient understanding of on-going and potential legal matters impacting the Company.

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 Management Discussion and Analysis, Board''s Report including annexures to the Board''s Report, Corporate Governance and Shareholders Information but does not include the 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 identified above when it becomes available 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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements.

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 Ind AS and other accounting principles generally accepted in India. 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.

In preparing the Financial Statements, Management and Board of Directors are 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 Management and Board of Directors are also 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 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 judgment and maintain professional skepticism throughout the audit. We also:

• I dentify 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 control.

• Obtain an understanding of internal financial 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 the management.

• Conclude on the appropriateness of Management''s and Board of Director''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

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government

in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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) I n 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. Also refer our comments in paragraph 2(h)(vi).

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows 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 financial 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 operating effectiveness of the Company''s internal financial controls over financial reporting.

g) 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, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

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 no. 32 to the Financial Statement.

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

iii. There are no amounts which were 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, as disclosed in

Note no. 40(1) to the Financial Statements, 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in Note no. 40(1) to Financial Statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 such audit procedures that we have 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. The final dividend declared and paid by the Company during the year for the previous year and the interim dividend paid for the year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note no.16(i) to the Financial Statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, we report that for the year ended March 31, 2024, for maintaining its books of account, the Company has used accounting software 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 software except that no audit trail was enabled at the database level for accounting software SAP to log any direct data changes.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, in respect of accounting software for which the audit trail feature was operating.

For C N K & Associates LLP Chartered Accountants Firm Registration Number: 101961W/W-100036

Diwakar Sapre Partner

Membership No.: 040740 UDIN: 24040740BKEYGC4036

Place: Mumbai Date: 16^th May 2024

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Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Sunshield Chemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS 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 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 Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

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 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 Ind AS financial statements based on our audit.

In conducting 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 and the Order issued under section 143(11) of the Act.

We conducted our audit of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the 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 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 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 Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit of the financial statements 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 including 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018from 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting..

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

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1 (f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 Sunshield Chemicals Limited ("the Company") as of March 31, 2018in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 financial statements.

inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over financial reporting 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.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a 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 explanations given to us no material discrepancies were noticed on such verification.

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

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

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

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

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

(vi) The maintenance of cost records has been prescribed by the Central Government under section 148(1) of the Companies Act,2013.

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

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

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

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, GST, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, GST, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on 31^st March, 2018 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Involved (Net of amount paid under protest) (Rs. in Lakhs	Amount paid under protest (Rs. in Lakhs)
Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2011 - 2012	2.48	—

Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2012-2013	2.37	-
Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2014-2015	131.74	-
Maharashtra Value Added Tax Act, 2002	Value Added Tax including interest	Joint Commissioner of Sales Tax (Appeals)	2006-2007	25.56	-
Central Sales Tax Act, 1956	Sales Tax including interest and penalty	Joint Commissioner of Sales Tax (Appeals)	2006-2007	607.21	5.00
Central Sales Tax Act, 1956	Sales Tax	Joint Commissioner of Sales Tax (Appeals)	2007-2008	78.09	7.50
Maharashtra Value Added Tax Act, 2002	Value Added Tax including interest and penalty	Joint Commissioner of Sales Tax (Appeals)	2009-2010	141.07	-
Central Sales Tax Act, 1956	Sales Tax including interest	Joint Commissioner of Sales Tax (Appeals)	2009-2010	378.65	1.00

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

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

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

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

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

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

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

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

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

For Deloitte Haskins & Sells LLP

Chartered Accountants

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

Rakesh Sharma

Partner

(Membership Number: 102042)

Place: Mumbai

Date: May 28, 2018

---

Mar 31, 2016

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

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

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

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

Opinion

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

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

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

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

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

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

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

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

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

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

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

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

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

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates (Rs, in Lacs)	Amount Involved (Rs, in Lacs)
Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2011-2012	2.48
Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2012-2013	2.38

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates (Rs, in Lacs)	Amount Involved (Rs, in Lacs)
Income Tax Act, 1961	Income Tax including Interest	Commissioner of Income Tax (Appeals)	Assessment Year 2013-2014	4.61
Maharashtra Value Added Tax Act, 2002	Value Added Tax including interest	Joint Commissioner of Sales Tax (Appeals)	2006-07	25.56
Central Sales Tax Act, 1956	Sales Tax including interest and penalty	Joint Commissioner of Sales Tax (Appeals)	2006-07	607.21
Central Sales Tax Act, 1956	Sales Tax	Joint Commissioner of Sales Tax (Appeals)	2007-08	78.09
Maharashtra Value Added Tax Act, 2002	Value Added Tax including interest and penalty	Joint Commissioner of Sales Tax (Appeals)	2009-10	141.07
Central Sales Tax Act, 1956	Sales Tax including interest	Joint Commissioner of Sales Tax (Appeals)	2009-10	378.65

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

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

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

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

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

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

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

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

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

For Deloitte Haskins & Sells LLP

Chartered Accountants

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

Ketan Vora

Partner

Membership Number: 100459

Mumbai, May 30, 2016

---

Mar 31, 2015

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

Management's Responsibility for the Financial

Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes ofouraudit;

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice - Also refer Note 27.1 (i) to the financial statements.;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 8 under "Report on Other Legal and Regulatory Requirements" section of our report of even date to the Members of Sunshield Chemicals Limited on the financial statements for the year ended March 31, 2015)

1. In respect of its fixed assets:

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

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

2. In respect of its inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For Deloitte Haskins & Sells LLP

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

Ketan Vora

Partner

Membership Number: 100459

Mumbai, May 23,2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Sunshield Chemicals Ltd. (the Company), which comprise the Balance Sheet as at 31st March 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with Accounting Principles generally accepted in India;

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

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

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet and the Statement of profit & Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors, as on 31st March,

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

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

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

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

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

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

(ii) In respect of its inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1 Assessment 78.82 a. y. 2007-08 ITAT

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

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

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

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

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

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

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

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

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debenture.

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

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

For ASHOK PANDIT & CO.

Chartered Accountants

(Firm Regn. No. 100674W)

(VIKAS S. MHATRE)

Date : 23rd May 2014 Partner

Place: Mumbai Membership No. 034195

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act ,1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial statements give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with Accounting Principles generally accepted in India;

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

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

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet and the Statement of Proft & Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors, as on 31st March, 2013, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualifed as on 31st March, 2013 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

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

(ii) In respect of its inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debenture.

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

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

For TEMBEY & MHATRE

Chartered Accountants

(Regn. No. 116359W)

(VIKAS S. MHATRE)

Date: 27th May 2013 Partner

Place: Mumbai Membership No. 034195

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Mar 31, 2012

We have audited the attached Balance Sheet of Sunshield Chemicals Ltd. as at 31st March 2012 and also the Statement of Profit & Loss and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(e) On the basis of written representations received from the Directors, as on 31st March, 2012, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2012 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

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

ANNEXURE TO AUDITORS' REPORT SUNSHIELD CHEMICALS LIMITED

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

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

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

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

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

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

(iii) In respect of its inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xvi) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xvii)The Companies has not issued any debentures.

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

ForTEMBEY & MHATRE

Chartered Accountants

(Registration No. 116359W)

PRADNYAA.TEMBEY

Partner

Membership no. 116515

Mumbai, 11th May, 2012

---

Mar 31, 2011

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

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

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(e) On the basis of written representations received from the Directors, as on 31st March, 2011, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

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

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

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

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

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

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

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

(iii) In respect of its inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xviii) The Companies has not issued any debentures.

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



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



PRADNYA A. TEMBEY Partner Membership no. 116515

Mumbai, 10th May, 2011

---

Mar 31, 2010

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

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

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report; have been drawn up in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(e) On the basis of written representations received from the Directors, as on 31st March, 2010, which are to be taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as Director in term of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

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

ANNEXURE TO AUDITORSS REPORT SUNSHIELD CHEMICALS LIMITED

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xviii) The Companies has not issued any debenture.

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

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