1.  We have audited the attached Balance Sheet of CLARIANT CHEMICALS
 (INDIA) LIMITED (the Company) as at 31st December 2012, the Statement
 of Profit and Loss and the Cash Flow Statement of the Company for the
 year ended on that date, both 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the 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 (CARO)
 issued by the Central Government in terms of Section 227(4A) 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.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows :
 
 (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 it appears from our examination of
 those books;
 
 (iii) the Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of account;
 
 (iv) in our opinion, the Balance Sheet, the Statement of Profit and
 Loss and the Cash Flow Statement dealt with by this report are in
 compliance with the Accounting Standards referred to in Section 211(3C)
 of the Companies Act, 1956;
 
 (v) 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 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 at31 December 2012;
 
 (b) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date and
 
 (c) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5. On the basis of the written representations received from the
 Directors as on 31st December 2012 taken on record by the Board of
 Directors, we note that none of the Directors is disqualified as on
 31st December 2012 from being appointed as a director in terms of
 Section 274(l)(g) of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Clariant Chemicals (India) Limited on the financial
 statements for the year ended 31 December 2012.)
 
 (i) Having regard to the nature of the Company''s business/
 activities/result, clauses (vi) and (xiii) of paragraph 4 of CARO are
 not applicable.
 
 (ii) In respect of its fixed assets :
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) In respect of its inventory:
 
 (a) The inventories have been physically verified during the year by
 the management except for stocks lying at third party locations for
 which confirmations have been obtained and for goods-in-transit. In our
 opinion, the frequency of verification is reasonable.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were 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 no material discrepancies were noticed on physical
 verification.
 
 (iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 (vi) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us :
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs. 5 Lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vii) In our opinion, the internal audit functions carried out during
 the year by firms of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government under
 Section 209(l)(d) of the Companies Act, 1956 and are of the opinion
 that prima facie the prescribed cost records have been maintained. We
 have, however, not made a detailed examination of the records with a
 view to determine whether they are accurate or complete.
 
 (ix) According to the information and explanations given to us in
 respect of statutory dues :
 
 (a) The Company has generally been regular in depositing undisputed
 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 and othermaterial statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st December 2012 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st December 2012 on account of dispute are given below :
 
 Statute                      Nature of              Forum where
                              Dues                   Dispute is pending
 
 Sales Tax                    Sales Tax              High Court
 (Central and                (Tax/Penalty/
 State) and Value             Interest)
 Added Tax                                           Appellate Tribunal
 
                                                     Commissionarate
 
 Central Excise               Excise Duty            Appellate Tribunal
 Act, 1944 
                                                     Commissionarate
 
 Service Tax                  Service Tax            Appellate Tribunal
 under Finance
 Act, 1994                                           Commissionarate
 
                                                     Deputy
                                                     Commissionarate
 
 Income Tax Act,              Income Tax             High Court 
 1961
 
                                                     Appellate Tribunal
 
                                                     Commissionarate
 
 Total
 
 Statute                      Relating to           Amount
                              various years         involved
                              comprise in          (Rs. in Lakhs)
                              the period
 
 Sales Tax                    1995-96 to 1998-99       2.27
 
                              1999- 00                17.88
 
                              1992-93 to 2008-09    4601.35
 
 Central Excise Act, 1944     1999-00 to 2004-05      33.75
 
                              1994- 95 to 2008-09    668.13
 
 Service Tax Under Finance
 Act, 1994                    2004-05                  5.12
 
                              2002- 03 to 2010-11    172.43
 
                              2010-11                  3.67
 
 Income Tax Act, 1961         A.Y. 1998- 99 and
                              2003- 04               110.05
 
                              A.Y. 1987- 88 to 
                              2009-10                852.75
 
                              A.Y. 2001-02 to
                              2005-06                 74.95
 
 Total                                              6542.35
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks and financial institutions.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not granted any 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 dealing in or trading in
 shares, securities, debentures and other investments.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantees for loans taken
 by others from banks or financial institutions.
 
 (xv) In our opinion and according to the information and explanations
 given to us, no term loans were obtained during the year by the
 Company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short- term basis have not been used during
 the year for long- term investment.
 
 (xvii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under Section 301 of
 the Companies Act, 1956.
 
 (xviii) According to the information and explanations given to us, the
 Company has not issued any secured debentures during the year.
 
 (xix) The Company has not raised any money by way of public issue
 during the year.
 
 (xx) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                           For DELOITTE HASKINS & SELLS
 
                                                  Chartered Accountants
 
                                              (Registration No. 117365W)
 
                                                             Uday Neogi
 
 MUMBAI, 28th February 2013                       (Membership No. 30235)