1.  We have audited the attached Balance Sheet of CAMPHOR & ALLIED
 PRODUCTS LIMITED as at 31st March, 2012 and also 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 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 (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956 (hereinafter referred to as the
 Act), we annex hereto a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 4.  Without qualifying our opinion, attention is invited to Note No
 25(b)(iii) in respect of loss of Rs. 598.87 lacs as at 31st March, 2012
 arising out of fair value measurement on interest rate Swap derivative
 instrument not being recognised by the Company since such losses as
 explained by the management would be provided for, as and when they
 arise.
 
 5.  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, 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 prescribed by Companies (Accounting Standards)
 Rules, 2006, to the extent applicable;
 
 (e) On the basis of written representations received from the directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2012 from being appointed as a director of the Company in terms of
 clause (g) of subsection (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read
 together with Significant Accounting Policies and accompanying Notes
 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 ii) in the case of the Statement Profit & Loss, of the profit of the
 Company 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.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE ON
 THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012 OF CAMPHOR
 & ALLIED PRODUCTS LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 our audit, we state that:
 
 1.  a) The Company has maintained proper records showing full
 particulars including quantitative
 
 details and situation of fixed assets.
 
 b) As explained to us, the assets have been physically verified by the
 management at reasonable intervals in accordance with the phased
 programme of verification which, in our opinion, is reasonable
 considering the size of the Company and nature of its business.
 According to the information and explanations given to us, no material
 discrepancies have been noticed on such physical verification.
 
 c) No substantial part of the fixed assets has been disposed off during
 the year.
 
 2.  a) The inventories have been physically verified by the management
 at reasonable intervals during the
 
 year. In our opinion, the frequency of verification is reasonable.
 
 b) The procedures for physical verification of the 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 has maintained proper records of inventory. As explained
 to us, there were no material discrepancies noticed on physical
 verification of inventory as compared to the book records.
 
 3.  a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties
 
 covered in the register maintained under Section 301 of the Act.
 
 b) (i) The Company had taken an unsecured loan from the holding company
 aggregating to Rs. 220.00 lacs. The maximum balance due at any time
 during the year was Rs. 120.00 lacs. The loan was repaid during the year
 itself when demanded.
 
 (ii) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the aforesaid loan taken are
 prima facie, not prejudicial to the interest of the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, having regard to the explanations that purchase of certain
 items of inventory and fixed assets and sale of goods are of special
 nature for which suitable alternative sources do not exist for
 obtaining comparative quotations, there is adequate internal control
 system commensurate with the size of the Company and nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods. Further, on the basis of our examination of the books
 and records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have we been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  a) According to the information and explanations given to us, we
 are of the opinion that 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, having regard to our comments in para 4 above and
 according to the information and explanations given to us, the
 transactions made in pursuance of such contracts or arrangements
 aggregating during the year to Rs. 5,00,000 or more in respect of each
 party have been made at prices which are reasonable having regard to
 prevailing market prices at the relevant time wherever such market
 prices are available.
 
 6.  During the year, no deposit within the meaning of directives issued
 by RBI (Reserve Bank of India) and Sections 58A and 58AA or any other
 relevant provisions of the Act and Rules framed thereunder have been
 accepted by the company.
 
 7.  The Company has an internal audit system commensurate with the size
 of the Company and nature of its business.
 
 8.  We have broadly reviewed the cost records maintained by the Company
 pursuant to the Order of the Central Government under Section 209(1)(d)
 of the Act and are of the opinion that, prima facie, the prescribed
 records have been made and maintained. We are, however, not required to
 make a detailed examination of the records with a view to determine
 whether they are accurate or complete.
 
 9.  a) The Company is generally regular in depositing statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other material statutory dues
 applicable to the Company with the appropriate authorities. No amounts
 payable in respect of the aforesaid statutory dues were outstanding as
 at the last day of the financial year for a period of more than six
 months from the date they became payable except income tax dues of Rs.
 82.89 Lacs (including estimated amount of interest of Rs. 55.74 Lacs).
 The same has not been paid pending receipt of the Order giving appeal
 effect from the Income Tax Department.
 
 b) According to the information and explanations given to us there are
 no disputed dues towards income tax / Sales tax / Wealth tax / Service
 tax / Custom duty / Excise duty / cess except for following:
 
 Particulars       Year to 
                   which the          Forum where the        Rs. in Lacs
                   amount relates     dispute is pending
 
 Excise Duty        1981-1983         Assistant 
                                      Commissioner 
                                      Central                    0.65
                                      Excise, Bareilly
 
 Excise Duty          1996-98         High Court, Lucknow       66.20
 
 Sales Tax            2000-01         Supreme Court, Delhi      12.75
 
 Sales Tax            2004-05 
                   to 2007-08         Commercial Tax Tribunal,
                                      Bareilly                  39.14
 
 Income Tax A.Y.      1991-92
                  and 2004-05         ITAT                      13.50
 
 Income Tax           2000-01         High Court, Gujarat         2.6
 
 Income Tax       A.Y 1998-99, 
                      2004-05,        CIT (Appeal), Baroda      51.62
                  2005-06 and 
                      2007-08 
                   to 2009-10
 
 House Tax &          2004-05 
                   to 2011-12         Civil Court, Bareilly     22.02
 water Cess
 
 10.  The Company has no accumulated losses as at 31st March, 2012 and
 it has not incurred any cash losses in the financial year ended on that
 date or 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
 banks.
 
 12.  During the year, 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 provisions of clause 4(xiii) of the Order
 are not applicable to the Company.
 
 14.  The Company is not dealing in or trading in shares, securities,
 debentures and other investments. Therefore, the provisions of clause 4
 (xiv) of the Order are not applicable to the Company.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 16.  According to the information and explanations given to us, term
 loans were applied for the purpose for which they were obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet and cash flow statements of
 the Company, in our opinion, the funds raised on short-term basis by
 the Company have not been used for the long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year or in the recent past.
 
 19.  The Company has not raised any debentures during the year or in
 the recent past.
 
 20.  The Company has not raised any money by way of public issue during
 the year or in the recent past.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing standards in India and according to the information and
 explanations given to us, we have not come across any instance of fraud
 on or by the Company, noticed or reported during the year, nor have we
 been informed of such case by the management.
 
                                                     For LODHA & CO.
                                              Chartered Accountants
 
                                                       R.P.BARADIYA
                                                            Partner
 
 Place : Mumbai                                 Membership No.44101
 
 Date : 30th May, 2012                Firm Registration No. 301051E