Atul Ltd 2010-11

Report of the Auditors 1. We have audited the attached consolidated balance sheet of Atul Ltd. (the “Company”) and its subsidiary companies and associate companies; hereinafter referred to as the “Group” (refer Note 9 on Schedule 16 to the attached consolidated financial statements) as at March 31, 2011, the related consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated 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 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. We did not audit the financial statements of three foreign subsidiary companies which constitute total assets of ` 55.01 crores and net assets of ` 3.06 crores as at March 31, 2011, total revenues of ` 199.28 crores, net profit of ` 3.54 crores and net cash out flows amounting to ` 1.26 crores for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors. 4. We also did not audit the financial statements of (i) two other subsidiary companies (including one foreign subsidiary) included in the consolidated financial statements, which constitute total assets of ` 15.31 crores and net assets of ` 14.53 crores as at March 31, 2011 and total revenue of ` 1.15 crores, net loss of ` 0.10 crore and net cash flows of ` 3.29 crores for the year then To the Board of Directors of Atul Ltd on the Consolidated Financial Statements of Atul Ltd ended and (ii) seven associate companies which constitute net profit of ` 0.54 crore for the year then ended. These financial statements and other financial information are unaudited and have been prepared and certified by the management of these companies as a result of which, any adjustments to their balances could have consequential effect on the attached consolidated financial statements. However, the size of these subsidiary companies and the associate companies, in the consolidated position, is not significant in relative terms. 5. We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements and Accounting Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements notified under sub-section 3C of Section 211of the Companies Act, 1956. 6. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the component of the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2011; (b) in the case of the consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date: and (c) in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date. For and on behalf of Dalal & Shah Chartered Accountants Firm Registration No. 102020W S Venkatesh Mumbai Partner May 13, 2011 Membership No. F-037942 96 | 97