1.  We have audited the attached Balance Sheet of Ciba India Limited as
 at March 31, 2009 and also 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 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) issued by the Central Government of India in terms or
 sub-section (4AJ of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  As more fully described in note 13 to the financial statements,
 pending the final outcome of the Companys negotiations in respect of
 premises leased to it, the Company has not assessed the fixed assets at
 the said premises for impairment, if any. The carrying value of fixed
 assets at the said leased premises is Rs. 120,633 thousands including
 immovable assets of Rs. 70,117 thousands as identified by the company.
 We are unable to comment the effect of adjustments, if any, had such
 assessment for impairment been carried out.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 above, and except for matter referred to in paragraph 4 above, we
 report that:
 
 i.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii.  In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2009, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2009 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us except for matter referred to in paragraph
 4 above, the said accounts give the information required by the
 Companies Act 1956, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India;
 
 (a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2009;
 
 (b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 (c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors Report — March 31, 2009
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. As informed, no
 material discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) The Company has granted loan to a Company covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs. 424,550 thousands and
 the year-end balance of loan granted to such party was Rs. 254,550
 thousands.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of loans granted, repayment of the principal amount is
 as stipulated and payment of interest has been regular.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that other than the
 items of special nature for which comparable quotations are not
 available or where the Company has approved vendors for certain
 products and accordingly, not obtained quotations, there is an adequate
 internal control system commensurate with the size of the company and
 the nature of its business for purchase inventory and fixed assets,
 sale of goods and service. During the course of our audit, no major
 weakness has been noticed in the internal control system in respect of
 these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs entered into during
 the financial year, having regard to the explanation in paragraph (iv)
 above because of the unique and specialized nature of the items
 involved and absence of any comparable prices, we are unable to comment
 whether the transactions were made at prevailing market prices at the
 relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, income-tax, sales-tax,
 wealth-tax, service tax, custom duty, excise duty, cess and other
 material statutory dues applicable to it. The provisions relating to
 employees state insurance are not applicable to the Company.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, income-tax, sales-tax, wealth-tax,
 service tax, customs duty, excise duty, cess and other undisputed
 statutory dues were outstanding, at the year-end, for a period of more
 than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income tax, sales tax, customs duty, and excise duty on account of any
 dispute, are as follows:
 
 Name of the Statute           Nature of Dues
 
 Income Tax Act*               Demand arising out of
                               disallowance for back
                               wages to employees
 
 Income Tax Act                Penalty u/s 271 (1 )(c)
 
 Income Tax Act                Demand arising out of
                               various disallowances
 
 Income Tax Act                Demand arising out of
                               various disallowances
 
 Delhi Sales Tax Act           Non-submission of forms
 Central Sales Tax Act
 
 Delhi Sales Tax Act           Non-submission of forms
 Central Sales Tax Act
 
 Delhi Sales Tax Act           Short credit of taxes paid in
                               assessment
 
 Central Excise Act*           Duty alleged to have been
                               collected by the Company  
                               but not paid
 
 
 Amount            Period to       Forum where
 (Rs.)             which the       dispute is pending
                   amount relates
 
 12,814,004        2000-2001        Income Tax Appellate
                                    Tribunal
 
 14,013,967        2000-2001        Commissioner of
                                    Income Tax (appeals)
 
  4,800,501        2002-2003        Commissioner of
                                    Income Tax (appeals)
 
 12,931,870        2003-2004        Commissioner of
                                    Income Tax (appeals)
 
    160,698        1999-2000        Remanded back to
                                    Assessing Authority
 
    297,118        2004-2005        Remanded back to
                                    Assessing Authority
 
     17,880        2000-2001        Assessing Officer
 
  3,013,000        1992-1993        Superintendent of
                                    Central Excise
 
 * disclosed as contingent liability in the financial statements
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the current and
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to bank. The Company had
 no transactions with financial institutions and had no debentures
 outstanding during the year.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditors Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, proper records have been maintained of
 the transactions and contracts and timely entries have been made
 therein. These investments have been held by the Company, in its own
 name.
 
 (xv) 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.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii)The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
                                    For S. R. Batliboi & Co.  
                                    Chartered Accountants
 
                                    Per Vijay Maniar
 Mumbai,                            Partner
 June 11, 2009                      Membership No.: 36738