Kanoria Plaschem Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2011

We have audited the attached Balance Sheet of M/s KANORIA PLASCHEM LTD. as at MARCH 31ST, 2011 and also the Profit & Loss Account and the Cash Flow statement for the year ended as on that date annexed hereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by Order 2004, 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 paragraphs 4 & 5 of the said Order.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of 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 Profit & Loss Account dealt with by this report subject to regarding non provision of gratuity comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors, as on 31 March, 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on 31 March, 2011 from being appointed as director in terms of clause (g) of sub-section (1) 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 together with ; subject to Note no3 regarding MS ME disclosure; Note no18 , regarding not obtaining permission of central government for transaction with related company under provision of Section 297 of the Company's Act 1956 Note no 15, regarding non compliance of clause 49 of listing agreement; Note no16, regarding non provision of gratuity as per Accounting Standard 15 ;and Note no17 with regard to Depreciation written back give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in confinement 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 31 March, 2011, and

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

(iii) In the case of Cash flow statement, of the cash flow for the year ended on that date.

Annexure to the Auditors' Report

Annexure referred to in paragraph '3' of the Auditors' Report to the Members of M/s KANORIA PLASCHEM LTD. on the accounts for the year ended 31 MARCH, 2011

1. In respect of Fixed Assets

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

b. All fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such physical verification.

c. There was no disposal of fixed assets during the year.

2. In respect of inventories

a. As explained to us, inventories were physically verified during the period 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. On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has neither taken nor granted any loan secured or unsecured to/from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b), (c) and (d) of the order are not applicable.

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

5. According to the information and explanations given to us, there are transactions that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956. The company is in compliance with maintenance of register under Section 301 of the Companies Act, 1956.

The transactions made in pursuance of such contract have been made at prices which are reasonable having regard to prevailing market prices during the year under consideration. .

6. According to the information and explanations given to us, the Company has accepted deposits from the public. However compliance with directives issued by the Reserve bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under has not been complied with by the company.

7. The Company has an Internal Audit System commensurate with the size of the Company and the nature of its business.

8. In our opinion and according to the information and explanation given to us, maintenance of cost audit records u/s 209(1) (d) of Companies Act, 1956 is not applicable and hence paragraph 8 is not applicable.

9. In respect of statutory dues

a) As explained to us, the statutory dues payable by the Company comprise of provident fund, employees' state insurance, investors education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess, octroi, entry tax, service tax. According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing the aforesaid undisputed statutory dues with the appropriate authorities other than provident fund. There are no undisputed statutory dues as referred to above in the current year, which are outstanding for a period of more than six months from the date they become payable.

b) According to the records of the Company and information and explanations given to us, there are no dues in respect of wealth tax, customs duty and cess, which have not been deposited on account of any dispute.

10. The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has incurred cash profit during the financial year ended 31.03.2011 and 31.03.2010.

11. Based on our audit procedures and on the information and explanations given by the management, during the year the company has settled issues of repayment of loan and Interest paid on settlement include interest paid for prior years. The same has been disclosed below the line in Profit and Loss account.

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 nature of activities of the company does not attract any special statute applicable to chit fund / nidhi / mutual benefit funds / society.

14. The Company is not dealing or trading in shares, securities, debentures and other investment.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by its subsidiaries and associates from bank or financial Institutions.

16. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short term loans have been utilized for short term purpose.

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

18. During the year under consideration the Company has not issued any debentures.

19. During the year under consideration the Company has not raised money by way of public issue.

20. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Gowthama & Company

Chartered Accountants

FIRM NO: 005917S

(H. V. Gowthama)

Partner

Membership No. 014353

Place: Bangalore

Date : 15.06.2011