1.  We have audited the attached balance sheet of Triochem Products
 Limited, Mumbai 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 have 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 as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the ''Order'') 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 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 it appears from our examination of
 those books; 
 
 (iii) 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;
 
 (iv) 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 referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956. 
 
 (v) 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 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, the said accounts read with other notes
 thereon, 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 31st March 2012;
 
 b.  in the case of the statement of Profit And Loss, of the Profit for
 the year ended on that date; and
 
 c.  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 Auditor''s report to the members
 of Triochem Products Limited for the year ended 31st March 2012.
 
 On the Basis of the records produced to us for our verification/
 perusal, such checks as we considered appropriate, and in terms of
 information and explanation given to us on our enquiries, we state
 that:
 
 1.  The Company is maintaining proper records showing full particulars
 including quantitative details and situation of fixed assets. As per
 the information and explanation given to us, physical verification of a
 major portion of the fixed assets was conducted by the management
 during the year. In our opinion, the frequency of physical verification
 is reasonable. Having regard to the size of the operations of the
 Company and on the basis of explanation received, in our opinion, no
 material discrepancies were noticed on such verification.
 
 There was no substantial disposal of fixed assets during the year.
 
 2.  The management has conducted physical verification of inventory at
 reasonable intervals. 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. The
 Company is maintaining proper records of inventory and no material
 discrepancies were noticed on physical verification.
 
 3.  During the year, the Company has not granted any loan, secured or
 unsecured, to Companies, firms and other parties listed in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 During the year, the Company has taken interest free loan from parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The terms and conditions thereof are prima facie not
 prejudicial to the interest of the Company. There are no stipulations
 with respect to the repayment of the loan. The details of loan
 transactions are as under:
 
 No. of parties    Total amount   Maximum balance         Amount
                  of loan taken       outstanding    outstanding 
                                  during the year     at the end 
                                                     of the year.
 
 1                  125,000,000        70,000,000     62,500,000
 
 
 4.  In our opinion and 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 for the purchase of inventory and fixed assets and for the
 sale of goods'' and services. During the course of our audit, no
 weakness has been noticed in the internal controls.
 
 5.  Based on the audit procedures applied by us and according to the
 information and explanations provided by the management we are of the
 opinion that the contracts or arrangements that need to be entered into
 the register required to be maintained under section 301 have been so
 entered.
 
 In respect of the transactions with parties with whom transactions of
 sale and purchase of goods exceeding value of Rupees Five Lakhs have
 been entered into during the year in pursuance of such contracts or
 arrangements entered in the registers maintained under section 301 of
 the Companies Act, 1956, are at prices which are reasonable having
 regards to the prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public during
 the year, Accordingly, clause 4 (vi) of the Order is not applicable to
 the Company.
 
 7. The Company does not have a formal internal audit system.
 
 8.. Cost records and accounts as prescribed by the Central Government
 under section 209 (1) (d) of the Companies Act, 1956 have been
 maintained by the Company, but no details examination of such records
 and accounts have been carried out by us.
 
 9.  According to the records of the Company, the Company is generally
 regular in depositing undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-tax, Sales-tax, Customs Duty, Wealth tax, Service
 Tax, Excise Duty, Cess and other statutory dues applicable to it with
 the appropriate authorities. According to the information and
 explanations given to us, no undisputed amounts payable in respect of
 Income Tax, Sales Tax, Customs Duty, Wealth Tax and Excise Duty were
 outstanding at the year end for a period of more than six months from
 the date they became payable.
 
 According to the records of the Company, there are no dues of Sales
 Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty and Cess which
 have not been deposited on account of any dispute. The following are
 the disputed amounts in respect of Income Tax.
 
 Description        Accounting      Amount    Forum where dispute
                    Period           (Rs.)    is pending
 
 Income Tax         1992-1993     3,21,069    The Appellate Tribunal
 Dispute- 43B
 dis-allowances.
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the current year and in
 the immediately preceding financial year. 
 
 11.  The Company has not taken any loan from financial institution or
 bank and does not have any borrowings by way of debenture. Accordingly,
 clause 4 (xi) of the Order is not applicable to the Company.
 
 12.  Based on our examination of documents and records, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities. Accordingly, clause
 4 (xii) of the Order is not applicable to the Company.
 
 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 application to chit fund and nidhi/mutual benefit
 fund/societies. Accordingly, clause 4 (xiii) of the Order is not
 applicable to the Company,
 
 14.  Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion, the
 Company is not dealing/trading in shares, securities, debentures and
 other investments. Accordingly, clause 4 (xiv) of the Order is not
 applicable to the Company.
 
 15.  According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  The Company has not taken any term loans during the year.
 Accordingly, clause 4 (xvi) of the Order is not applicable to the
 Company.
 
 17.  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 fund raised on short term basis have been used for long-term
 investment by the Company.
 
 18.  The Company has not made any allotment of shares during the year.
 Accordingly, clause 4 (xviii) of the Order is not applicable to the
 Company.
 
 19.  The Company did not have any outstanding debentures during the
 year. Accordingly, clause 4 (xix) of the Order is not applicable to
 the Company,
 
 20.  The Company has not raised any money through public issue during
 the year. Accordingly, clause 4 (xx) of the Order is not applicable to
 the Company.
 
 21.  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 and on behalf of
                                                 M. L. Bhuwania & Co.
 
                                                Chartered Accountants
                                             Registration No. 101484W 
 
                                                      Ashish Bairagra
                                                              Partner
                                               Membership No - 109931
 Place: Mumbai
 Date : 14th May 2012                
 
 F-11, 3rd Floor, Manek Mahal,
 90, Veer Nariman Road, Churchgate 
 Mumbai - 400 020, India.