Fischer Medical Ventures Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying financial
statements of Fischer Medical Ventures Limited
(Formerly known as Fischer Chemic Limited)(“the
Company”) which comprise the Balance Sheet as
at March 31, 2025, the Statement of Profit and Loss,
the statement of Cash Flows for the year then ended
and notes to the Standalone financial statements,
including a summary of significant accounting policies
and other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone financial statements give the
information required by the Act in the manner so
required and give a true and fair view in conformity
with the accounting principles generally accepted
in India, of the state of affairs of the Company as at
March 31, 2025, and its Profit and cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities
under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report.

We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of
the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

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

The Company''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Annual
report but does not include theStandalone Financial
Statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the standalone financial
statements or our knowledge obtained in the audil
or otherwise appears to be materially misstated.If
based on the work we have performed, we conclude
that there is no 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 Standalone Financial
Statements

These financial statements are the responsibility of the
Company''s management. The Firm''s Board of Directors
is responsible for the matters stated in Section 134(5]
of the Companies Act, 2013 (“the Act”) with respect tc
the preparation of the standalone financial statements
that give a true and fair view of the financial position &
financial performance of the Company in accordance
with the accounting principles generally accepted
in India, including Indian Accounting Standards (Ind
AS) prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules
2015, as amended.

This responsibility also includes maintenance ol
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 ol
appropriate accounting policies; making judgments
andestimates 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 Standalone
Financial Statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

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

The board of directors are also responsible for
overseeing the Company''s financial reporting process.

Auditor’s Responsibility for the audit of the
StandaloneFinancial Statements.

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

Responsibilities for Audit of Standalone Financial
Statements

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

• Identify and assess the risks of material
misstatement of the standalone 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 with referenceto
Standalone 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 management.

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

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

• Materiality is the magnitude of misstatements
in the standalonefinancial statements that,
individually or in the 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 in evaluating the results of our work,
and (ii) evaluating the effect of any identified
misstatements in the standalone financial
statements.

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

are in agreement with the books of
account.

d. In our opinion, the aforesaid
standalone financial statements
comply with the Indian Accounting
Standards specified under section
133 of the Act.

e. On the basis of written representations
received from the directors as on
March 31, 2025 taken on record by
the Board of Directors, none of the
directors are 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
with reference to the Standalone
Financial Statements 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 with
reference to Standalone Financial
Statements

g. 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(16) of the Act.

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

i. The Company has made provision,
as required under the applicable law
or accounting standard, for material
for foreseeable losses if any, on long¬
term contracts including derivative
contracts.

• 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 standalonefinancial 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 of India 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. Further to our comments in Annexure A, as
required by section 143(3) of the Act, based on
our audit, we report, to the extent applicable,
that:

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

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

c. The Balance Sheet, the Statement
of Profit and Loss,the Statement, of
changes in equity, and the statement
of cash flows dealt with by this Report

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

k. The Company does not have any
pending litigations which would
impact its financial position.

a. The management has represented that, to
the best of its knowledge and belief, other
than as disclosed in the notes to the accounts,
no funds have been advanced or loaned
or invested (either fromborrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

b. The management has represented, that, to the
best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds
have been received by the company from any
person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise,

For M/s Bilimoria Mehta & Co.

Chartered Accountants

FRN: 101490W

CA Prakash Mehta

Partner

M.No: 030382

UDIN: 25030382BMMIY7523

Date: 28th May 2025

Place of Signature: Mumbai

that the company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to the
notice that has caused them to believe that
the representations under sub-clause (i) and
(ii) contain any material misstatement.

d. The company hasnotdeclared and paid
any dividends during the year which are in
contravention of the provisions of section 123
of the Companies Act, 2013.

As per the Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining books of
account using accounting software which has a feature
of recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023, but the
audit trail has not been preserved by the company
as per the statutory requirements for record retention.

---

Mar 31, 2024

We have audited the accompanying financial statements of Fischer Medical Ventures Limited (Formerly known as Fischer Chemic Limited) ("the Company") which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the statement of Cash Flows for the year then ended and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its Profit and cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the Standalone Financial Statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If based on the work we have performed, we conclude that there is no 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 STANDALONE FINANCIAL STATEMENTS

These financial statements are the responsibility of the Company’s management. The Firm’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 the standalone financial statements that give a true and fair view of the financial position & financial performance of the Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The board of directors are also responsible for overseeing the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS.

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

RESPONSIBILITIES FOR AUDIT OF STANDALONE FINANCIAL STATEMENTS

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

• Identify and assess the risks of material misstatement of the standalone 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 with reference to Standalone 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 management.

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

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

• Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in the 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 in evaluating the results of our work, and (ii) evaluating the effect of any identified misstatements in the standalone financial statements.

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

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

• From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone 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 of India 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) Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss, the Statement, of changes in equity, and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act.

e) On the basis of written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are 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 with reference to the Standalone Financial Statements 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 with reference to Standalone Financial Statements

g) 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(16) of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,

in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has made provision, as required under the applicable law or accounting standard, for material for foreseeable losses if any, on longterm contracts including derivative contracts.

j) There were no amounts that were required to be transferred to the Investor Education and Protection Fund by the Company.

k) The Company does not have any pending litigations which would impact its financial position.

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

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

(c) Based on audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to the notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

(d) The company has not declared and paid any dividends during the year which are in contravention of the provisions of section 123 of the Companies Act, 2013.

As per the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, but the audit trail has not been preserved by

the company as per the statutory requirements for record retention.

For Bilimoria Mehta & Co.

Chartered Accountants FRN - 101490W

Prakash Mehta

Partner

Membership no. 030382 UDIN: 24030382BKJBU7519

Place of Signature: Mumbai Date: 30-05-2024

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Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Members of FISCHER CHEMIC LIMITED
Report on the Audit of the Financial Statements
Opinion

We have audited the accompanying financial statements of FISCHER CHEMIC LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive
Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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
Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2023, and profit, other comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

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

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.

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

Responsibilities of Management and Board of Directors for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance,
changes in equity 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. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Financial Statements.
Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under
Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

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

i. The Company does not have any pending litigations which would impact its financial
position.

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.

iv.

(1) The Management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, 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.

(2) The Management has represented, that, to the best of its knowledge and belief, no funds have
been received by the Company from any person(s) or entity(ies), including foreign entities
(Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the
date of this audit report, 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.

(3) Based on the audit procedures performed that have been considered reasonable and appropriate
in the circumstances, and according to the information and explanations provided to us by the
Management in this regard nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above,
contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the
Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. The company has not paid any remuneration to its directors during the year and hence the company is in
compliance with the requirement of section 197 of companies act, 2013.

For Bilimoria Mehta & Co.

Chartered Accountants
Firm Reg. No. 101490W
Kiran Suvarna
Partner

Membership no. 113784
UDIN: 23030382BGSHYE7629
Place of Signature: Mumbai
Date: 29^th May 2023

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Mar 31, 2014

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

Management 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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

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

b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The ANNEXURE referred to in paragraph 1 of the Our Report of even date to the members of FISCHER CHEMIC LIMITED_On the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been 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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii

(d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of the cost records U/s. 209(1)(d) of the Companies Act, 1956 for any of the products of the company.

9. (a) According to the records of the company, 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company have accumulated losses of Rs. 346.94 lacs as at 31.03.2014.The company has incurred cash losses during the financial year covered by our audit.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company did not deal in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in regard to investments made by company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Ashvin Thumar & Co Chartered Accountants

Ashvin Thumar Membership No. 138376

Date: 14th August, 2014

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. FISCHER CHEMIC LIMITED, CHENNAI, as at March 31, 2012 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing statement 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 assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. Further to my 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 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 my 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 and the profit and loss account 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 representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Dir*;tor is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of Section 274 of the Companies Act, 1956;

f) 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 subject to Note No.7 of the Annexure relating to strengthening of internal audit system, Note No. 26(a) of Schedule 20 - Notes to Accounts relating to non-obtaining of confirmation of balances from debtors, creditors and other parties, Note No. 26(d) of Schedule 20 - Notes to Accounts relating to their status under Micro, small and Medium Enterprises Development Act, 2006 give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet of the State of Affairs of the Company as at March 31, 2012;

ii. In the case of the profit and loss account, of the Loss for the year ended on that date;

iii. In the case of the Cash Flow statement of the cash flows for the year ended on that date.

Annexure to Auditors' Report

(Referred to in paragraph 3 of our report of even date )

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The same needs to be updated.

(b) All the assets have been physically verified by the management during the year in accordance with a programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The company has not sold/disposed off any significant portion of the fixed assets during the year,

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. In respect of loans granted:

(a) The company had not granted any loan, secured or unsecured, to any party covered in the register maintained under section 301 of the Companies Act, 1956.

In respect of loans taken:

(a) The company had taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.43,25,607/- and the year-end balance of loans taken from such parties was Rs.43,25,607/-.

(b) No interest has been paid on such unsecured loans and the same is not prejudicial to the interest of the company or its members.

(c) There are no terms and conditions or period specified with regard to repayment of loans and hence we are unable to express an opinion on the repayment of loans taken or given.

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

5. I n respect of transactions entered in the register maintained in pursuance of Section 301 of the Act:

a) According to the information and explanations given to me, the particulars of contracts or arrangements referred to in Section 301 of the Act that needed to be entered into the register have been so entered;

b) According to the information and explanations given to me, there were no purchase or sale transactions or provision of any services during the year with parties covered under Section 301 of the Companies Act, 1956

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year as per the provisions of sections 58A and 58AA of the Companies Act, 1956

7. In our opinion, the internal audit system of the company needs to be strengthened to commensurate with the size and nature of its business carried on during the year under review.

8. In our opinion and according to the information and explanations given to me, maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 has not been prescribed for the products dealt by the company.

9. Statutory and other dues

(a) According to the information and explanations given to us, the company is regular in depositing the undisputed statutory dues relating to the contribution under Income Tax, Provident Fund Act, Employee's State Insurance Act and the Sales Tax dues, Wealth Tax, Fringe Benefit Tax wherever applicable to it with appropriate authorities. The Company is generally regular in depositing other statutory dues including Customs duty, excise-duty, cess and other statutory dues applicable to it with the appropriate authorities during the year.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of contribution under Provident Fund Act, Employee's State Insurance Act, Wealth-tax under Wealth tax act and Fringe Benefit tax under Income Tax Act which were in arrears as at 31st March 2012 for a period of more than 6 months from the date they became payable are as given below:

Nature of Statute Nature of dues Amount Period to which (Rs.) the Amount relates

Income Tax Act, Fringe benefit 1961 tax 569,770 2005-06,2006- 07,2007-08, 2008-09

Wealth Tax Act, Wealth tax 100,166 2006-07,2007- 1957 08,2008-09.

(c) According to the information and explanations given to us, there was no dues income-tax/sales tax/service tax/ wealth tax/ customs duty/excise duty or cess which have not been deposited on account of any disputes during the year.

10. The company's accumulated losses exceeded its net worth at the end of the year. The company has incurred cash losses during the current year and in the year immediately preceding the current financial year.

11. According to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company does not have any debenture holders.

12. According to the information and explanations given to us and based on our examination of the documents and records, we are of the opinion that no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or nidhi / mutual benefit fund/society. Therefore, provisions of clause (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

Accordingly, the provisions of clause (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations given to us and based on our examination of the documents and records, no guarantee was given by the company for loans taken by others from banks or other financial institutions during the year.

16. In our opinion and according to the information and explanation given to us, the Company had applied the any term loan for the purpose for which they were raised during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment No long-term funds have been used to finance short-term assets except permanent working capital.

18. The company has not any made preferential allotment of shares during the year to parties covered in the register maintained under section 301 of the Act.

19. The company had not issued any debentures in the current year.

20. The company had not raised any money through public issues during the year.

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

For VIVEKANANDAN ASSOCIATES

Chartered Accountants Firm Registration No. 05268 S

N.SUBRAMANIAN

Partner

Date : 18thMay2012 Membership Number: 021628

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Fischer Chemic Limited, as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together “the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, of India (the “Act”) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Further to our comments in the Annexure referred to in paragraph 3 above, we report that: -

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

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

4.3 The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

4.4 In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards, except as stated in

Note 14 of Schedule No.20 - Notes on Accounts, Referred to in Section 211 (3C) of the Companies Act, 1956.

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

4.6 Attention is invited to the following matters:

4.6.1 Confirmation of balance as on 31st March 2010 is pending from Sundry Debtors, Sundry Creditors, Unsecured Loans, Loans & Advances, Deposits and Other Current Assets as mentioned in Note No.17 (a) of Schedule No. 20 - Notes on Accounts wherein the effect on the profit is not quantifiable.

4.6.2 The Company has provided for the liability on Gratuity and compensated absences on the basis of the estimates made by the Management without obtaining the Actuarial valuation as mentioned in Note No.14 of Schedule No. 20 - Notes on Accounts, wherein the effect on the Profit is not quantifiable.

4.7 Attention is invited to the following matters:

4.7.1 The Company has not received information from vendors regarding their status under Micro, small and Medium Enterprises Development Act, 2006 as mentioned in Note No.13 of Schedule No.20 - Notes on Accounts.

4.8 In our opinion and to the best our information and according to the explanations given to us read together with the accounting policies and notes thereon, the said accounts subject to paragraph 4.6 above, 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 31st March, 2010;

ii. in the case of the Profit & Loss Account of the LOSS of the company for the year ended on that date; and

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

Annexure to Auditors Report (Referred to in paragraph 3 of our report of even date to the Members of FISCHER CHEMIC LIMITED on the Financial Statements for the year ended 31st March, 2010)

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. The Fixed Assets Register needs to be updated to provide full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have not been verified by the management at reasonable intervals and hence reporting on any material discrepancies on such verification does not arise.

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

(ii) (a) As explained to us, inventories were physically verified during the year by the management.

(b) In our opinion, the procedure of physical verification of inventories followed by the Management is 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 material discrepancies noticed during such physical verification have been properly dealt with in the books of accounts.

(iii) (a) The Company had not granted unsecured loans to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 and hence reporting under the provisions of clause 4(1)(iii)(a) to (d) does not arise.

(b) The Company had taken unsecured interest free loans from the Two of its Directors covered in the register maintained under Section 301 of the Companies Act, 1956 and the maximum amount involved during the year was Rs. 42.82 lakhs and the year-end balance was Rs. 32.47 lakhs.

(c) In our opinion and according to the information and explanations given to us, the loans are interest free and other terms and conditions on which the loans have been taken from Parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company

(d) In respect of loans taken by the Company they are interest free and no time limit for repayment is stipulated

and hence reporting under the provisions of clause 4(1)(iii)(g) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets, inventory and with regard to the sale of goods. During the course of our audit, we have not observed continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions / particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five lakhs in respect of 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) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year under the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and hence the provisions clause 4(1)(vi) of the Order are not applicable to the company

(vii) In our opinion, the internal audit system of the company needs to be strengthened to commensurate with the size and nature of its business.

(viii) As per the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 hence the provisions clause 4(1)(viii) of the Order are not applicable to the company

(ix) (a) According to the records of the Company, the company is not regular in depositing the undisputed statutory dues relating to the contributions under Income Tax, Provident Fund Act, Employees State Insurance Act and the Sales Tax dues, Wealth Tax, Fringe Benefit Tax wherever applicable to it with appropriate authorities. The Company is generally regular in depositing other statutory dues, including, Excise Duty, Customs Duty and other applicable dues with appropriate authorities.

According to the information and explanations given to us, the undisputed amounts payable in respect of contributions under the Provident Fund Act, Employees State Insurance Act, Wealth tax under Wealth tax act and Fringe Benefit Tax under the Income Tax Act which were in arrears as at 31st March 2010 for a period of more than six months from the date they became payable are as given below -



Nature of Nature of Dues Amount Period to Statute (Rs.) which the amount relates

Provident Fund Act Provident Fund 146,833 2008-09, 2009-10 Contribution

Employees State ESI Contribution 468,927 200607, 2007-08, Insurance Act 200809

Income Tax Act, 1961 Fringe Benefit Tax 569,770 200506, 200607, 2007-08, 200809

Wealth Tax Act, 1957 Wealth Tax 100,166 200607, 2007-08. 200809

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, excise duty and cess, which have not been deposited on account of disputes.

(x) In our opinion, the accumulated losses of the company are not less than fifty percent of its net worth without considering the non-quantifiable qualifications referred to in clause 4.6.1 and 4.6.2 of our audit report. The company has incurred cash losses during the financial year covered by our audit and not incurred such cash losses during the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of its dues to any Bank / Financial Institutions at the Balance sheet date

(xii) In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions clause 4(1)(xii) of the Order are not applicable to the company

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

(xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments, and hence, the provisions of clause 4(xiv) of the Order are not applicable to the company

(xv) In our opinion and 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 and hence the provisions of clause 4(xv) of the Order is not applicable to the company

(xvi) In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year and hence the provision of clause 4(xvi) of the order is not applicable to the company

(xvii) According to the information and explanation given to us and on the basis of an overall examination of the Balance Sheet of the Company, there are no funds raised on short-term basis which have been used for long-term investments.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and hence provisions of clause 4(xviii) of the order is not applicable to the company

(xix) According to the information and explanations given to us, the company has neither any outstanding debentures at the beginning of the year nor it has issued any debentures during the year and hence the provisions of clause 4 (xix) of the order are not applicable to the company

(xx) According to the information and explanations given to us, the company has not raised money by public issues during the year and hence the provisions of clause 4 (xx) of the order are not applicable to the company

(xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, 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.

Place: CHENNAI For MANIAN & NARAYANAN

Date : 30th August 2010 Chartered Accountants

Firm Regn No: 001982S

C. Subramanian

Partner

M No: 27959