ఆడిటర్ నివేదిక Shasun Pharmaceuticals Ltd.[Merged]

Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Shasun Pharmaceuticals Limited (''the Company''), which comprise the balance sheet as at March 31, 2013, 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' responsibility

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

An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 consider the 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. 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 sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

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

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

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

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

(c) The balance sheet, statement of profit and loss, and cash flow statement dealt with by this report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors as at March 31, 2013, and taken on record by the board of directors, we report that none of the directors is disqualified as at March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' report

(Referred to in our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The inventory, except the goods in transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with the third parties at the year-end, written confirmations have been obtained.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. (a) The Company has granted loans to one party covered in the register maintained under section 301 of the Companies Act,

1956. The maximum amount outstanding during the year was Rs.283.35 million and the year-end balance of such loan was Rs. 187.96 million.

(b) In our opinion, the rate of interest and other terms and conditions on which the aforesaid loan has been granted are not prima facie, prejudicial to the interest of the Company.

(c) The terms of agreement do not stipulate any repayment schedule in respect of principal amount or interest. Accordingly paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of principal amount and interest.

(d) There is no overdue amount of more than Rupees One lakh in respect of loans granted to any of the Companies, firms or other parties listed in the register maintained under Section 301.

(e) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, and having regard to the explanation that certain goods sold and services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain 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 purchase of inventories and fixed assets, and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of audit.

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of manufacture of Bulk Drugs, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales tax, Service tax, Customs duty, Wealth tax, Excise duty and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income tax, Sales tax, Service tax, Customs duty, Wealth tax, Excise duty and other material statutory dues were in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues set out in Appendix I in respect of income tax, sales tax, service tax, customs duty and excise duty have not been deposited with the appropriate authorities on account of disputes.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/ firms/ parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. During the current year, the Company has not raised any money by public issues.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for B S R & Co.

Chartered Accountants

Firm Registration No. 101248W

S Sethuraman

Partner

Membership No: 203491

Place: Chennai

Date: May 29, 2013

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Mar 31, 2012

1. We have audited the attached Balance sheet of Shasun Pharmaceuticals Limited ("the Company"), as at March 31, 2012, the Statement of profit and loss and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. Without qualifying our opinion, attention is invited to note 3(c) of the financial statements in respect of the advice by Reserve Bank of India to the Company for obtaining the approval of the Foreign Investment Promotion Board in respect of a preferential allotment of equity shares to a foreign venture capital investor. The Company is in the process of filing the necessary documents with the concerned authorities.

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

5. Further to our comments in the Annexure referred to above, we report that:

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

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

(iii) The Balance sheet, Statement of profit and loss and Cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance sheet, Statement of profit and loss and Cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. in the case of the Statement of profit and loss, of the profit for the year ended on that date; and

c. in the case of the Cash flow statement, of the cash flows for the year ended on that date.

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) During the year, the Company has disposed off certain land and buildings located at Chennai. In our opinion and according to the information and explanations given to us, the aforesaid disposal has not affected the going concern assumption.

(ii) (a) The inventory, except goods-in-transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has granted loans to one party covered under the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 350.90 million and the year end balance of such loans was Rs. 283.35 million.

(b) In our opinion, the rate of interest and other terms and conditions on which the aforesaid loan has been granted are not, prima facie, prejudicial to the interest of the Company.

(c) The terms of agreement do not stipulate any repayment schedule in respect of principal amount or interest. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of principal amount and interest.

(d) There is no overdue amount of more than Rupees one lakh in respect of loans granted to any of the companies, firms or other parties listed in the register maintained under section 301.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that certain goods sold and service rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain 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 purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit.

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of manufacture of Bulk Drugs, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. The Company is in the process of addressing the specific observations made by the cost auditor in respect of the cost records for the previous year ended March 31, 2011. However, we have not made a detailed examination of the records.,

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' state insurance, Income-tax, Sales tax, Service tax, Customs duty, Wealth tax, Excise duty and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for delays in certain cases with respect to Income-tax deducted at source and Excise duty ranging from 6 to 80 days. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' state insurance, Income tax, Sales tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at March 31, 2012.

(b) According to the information and explanations given to us, the dues set out in Appendix I in respect of Income tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the current year, the Company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Appendix I as referred to in Para ix (b) of Annexure to the Auditors' report:

(Amount in Rs. Millions)

Name of Statute Forum pending

Income Tax Act,1961 Commissioner of Dispute Income Tax (Appeals) resolution panel

3 years to 7 years 495.89 44.21

Above 7 years - -

Finance Act, 1994 Commissioner of central Excise

Below 3 years 4.58 -

3 years to 7 years 14.45 -

Above 7 years 11.00 -

Central Excise Act, Commissioner of 1944 central Excise

Below 3 years 1.69 -

3 years to 7 years 1.81 -

Above 7 years 8.03 -

Customs Act, 1962 Commissioner of central Customs

Above 7 years 22.66 -

Grand total



Name of Statute Forum pending

Income Tax Act,1961 Income tax Appellate High Total Tribunal Court

3 years to 7 years - - 540.10

Above 7 years 67.62 119.35 186.97

Finance Act, 1994 Customs, Excise and Service Tax Appellate High Total Tribunal Court

Below 3 years - - 4.58

3 years to 7 years - - 14.45

Above 7 years - - 11.00

Central Excise Act, Customs, Excise and Service Tax Appellate High Total 1944 Tribunal Court

Below 3 years - - 1.69

3 years to 7 years 41.69 - 43.50

Above 7 years 1.30 - 9.33

Customs Act, 1962 Customs, Excise and High Total Service Tax Appellate Court Tribunal

Above 7 years 16.74 - 39.40

Grand total 851.02



for B S R & Co.

Chartered Accountants

Firm registration no. 101248W

S Sethuraman

Place: Chennai Partner

Date : May 24, 2012 Membership No: 203491

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Mar 31, 2011

1 We have audited the attached Balance Sheet of Shasun Pharmaceuticals Limited (“the Company”), as at 31 March 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 Attention is invited to note 15 of schedule 21 in respect of accounting for mark-to-market losses of certain option contracts amounting to Rs 405.32 million as a prior period item. The Company has adopted the alternative approach to present the prior period item under AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies after the current net profit. Had such mark-to-market losses of earlier periods been included in determining the net profit or loss for the year, the loss for the year would have been Rs 356.55 million.

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

5 Further to our comments referred to in paragraph 3 above, we report that:

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

(v) On the basis of written representations received from the directors, as on 31 March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act; and

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with paragraph 3 above, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to the Auditors Report (Referred to in 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) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, as to affect the going concern assumption.

(ii) (a) The inventory, except goods-in-transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company granted loans to one party covered under the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 350.90 Million and the year end balance of such loans was Rs. 350.90 Million.

(b) In our opinion, the rate of interest and other terms and conditions on which the aforesaid loan has been granted are not, prima facie, prejudicial to the interest of the company.

(c) The terms of agreement do not stipulate any repayment schedule in respect of principal amount or interest. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of principal amount and interest.

(d) There is no overdue amount of more than Rupees one lakh in respect of loans granted to any of the companies, firms or other parties listed in the register maintained under section 301.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that

certain goods sold and service rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain 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 purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit..

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of rupees five lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central

Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of manufacture of Bulk Drugs, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund Employees State Insurance, Income-tax, Sales Tax, Service tax, Customs duty, Wealth tax, Excise Duty and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service tax, Customs duty, Excise Duty and other material statutory dues were in arrears as at 31 March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues in respect of Income Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty that have not been deposited with the appropriate authorities on account of disputes are as follows:

Name of Statute Forum pending

Income Tax Act,1961 Commissioner Income tax Appellate High Court Total of Income Tax Tribunal (Appeals)

3 years to 7 years 540.89 - - 540.89

Above 7 years - 67.62 129.63 197.25

Finance Act, 1994 Commissioner of Customs, Excise High Court Total central Excise and Service Tax Appellate Tribunal

2009-10 3.32 - - 3.32

3 years to 7 years 3.13 - 3.13

Above 7 years TI00 - 11.00

Central Excise Act, 1944 Commissioner of Customs, Excise High Court Total central Excise and Service Tax Appellate Tribunal

3 years to 7 years 8.36 1.30 - 9.66

Above 7 years 0.99 13.21 - 14.20

Customs Act, 1962 Commissioner of Customs, Excise High Court Total central Customs and Service Tax Appellate Tribunal

Above 7 years - 16.79 16.79

Grand total 796.24

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the current year, the Company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for B S R & Co. Chartered Accountants Firm registration no. 101248W

S Sethuraman Place: Chennai Partner

Date: May 30, 2011 Membership No: 203491

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Shasun Chemicals And Drugs Limited as at March 31, 2010 and the relative Profit and Loss Account and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, in so far as is applicable to the company.

4. Further to our comments in the Annexure referred to 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, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

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

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

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) In the case of the Profit and Loss Account, of the profit 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.

f) (Referred to in paragraph 3 of our report of even date to the members of Shasun Chemicals And Drugs Limited)

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

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records and the physical inventory have been noticed.

c) No substantial part of fixed assets of the Company has been disposed of during the year.

ii) a) The inventories of the Company at all its locations have been physically verified by the management during the year.

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

c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records have been properly dealt with in the books of account.

iii) a) The company has granted loan to a wholly owned subsidiary covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 256.52 Mns. and the year-end balance of the loan granted to such party amounts to Rs. 333.81 Mns.

b) In our opinion and according to records produced and explanations given to us, the rate of interest and other terms and conditions of the loans given by the company, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

d) As per terms of the Agreement, there is no overdue amount.

e) The Company has not taken any loans during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion the transactions that need to be entered in the register maintained under Section 301 of the Act have been so entered.

b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices.

vi) The Company has not accepted any deposits from the public.

vii) In our opinion, the Company’s present internal audit system is commensurate with its size and nature of its business.

viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Government of India under Section 209 (1)(d) of the Companies Act, 1956 have been made and maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

ix) a) According to the information and the explanations given to us, and on the basis of our examination of the books of accounts of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, vat, wealth tax, customs duty, excise duty and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases.

b) The following statutory dues aggregating to Rs. 382.09Mns., that have not been deposited on account of disputed matters pending before appropriate authorities as under:

Name of the Nature of the dues Statute Income Tax Act, 1961 Disallowance u/s 80HHC/10B Contested in Appeals

Tamil Nadu General sales Sales Tax/ Penalty Tax Act,1955

Tamil Nadu General Sales Sales Tax/ Penalty Tax Act, 1955

Tamil Nadu General Sales Tax Sales Tax/ Penalty Act, 1955

Tamil Nadu General Sales Excise Duty Tax Act, 1955

Central Excise Act, 1944 Excise Duty

Central Excise Act, 1944 Excise Duty

Central Excise Act, 1944 Custom Duty Customs Act, 1962 Custom Duty

Customs Act, 1962 Finance Act, 1994 Service Tax

Finance Act, 1994 Service Tax Finance Act, 1994 Service Tax

Amount Forum where dispute is pending Rs. Mn.

332.04 Commissioner of Income Tax (Appeals) 1.30 Sales Tax Appellate Tribunal

3.77 Assessing Officer / Commissioner

5.82 Honorable High Court

2.45 Assessing Appellate Commissioner

0.50 Customs, Excise and Service Tax Appellate Tribunal

0.33 Commissioner Appeals

1.81 Honorable High Court

0.11 Customs, Excise and Service Tax Appellate Tribunal

22.67 Commissioner Appeals

0.03 Customs, Excise and Service Tax Appellate Tribunal

0.04 Commissioner Appeals

11.22 Assessing Officer / Commissioner

x) The Company did not have any accumulated losses at the end of the financial year, nor had it incurred any cash loss during the financial year. The company has incurred a cash loss to an extent of Rs. 110.15 Mns. in the immediately preceding financial year.

xi) According to the records produced the Company has not defaulted in repayment of its dues to any financial institution or banks.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

xiv) On the basis of review of utilization of funds on an overall basis, in our opinion, the term loans taken by the Company were applied for the purposes for which the loans were obtained.

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

xvi) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

xvii) There is no outstanding balance as of March 31, 2010 in respect of debentures, nor were any debentures been issued by the company during the year.

xviii) The company has not raised any fund or any money during the year through public issue.

xix) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

xx) Clauses (xiii) and (xiv) of the aforesaid Order are not applicable to the Company.

For and on behalf of

Jagadisan & Co.,

Chartered Accountants





V.Jagadisan

Place: Chennai Partner

Dte: May 30, 2010 Membership No.: 3694