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
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
(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
(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
(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
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
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
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
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
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
19. The Company did not have any outstanding debentures during the
year. Accordingly, clause 4 (xix) of the Order is not applicable to
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
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
For and on behalf of
M. L. Bhuwania & Co.
Registration No. 101484W
Membership No - 109931
Date : 14th May 2012
F-11, 3rd Floor, Manek Mahal,
90, Veer Nariman Road, Churchgate
Mumbai - 400 020, India.