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Report of the Auditors

1. We have audited the attached consolidated balance

sheet of Atul Ltd. (the “Company”) and its subsidiary

companies and associate companies; hereinafter

referred to as the “Group” (refer Note 9 on Schedule

16 to the attached consolidated financial statements)

as at March 31, 2011, the related consolidated Profit

and Loss Account and the consolidated Cash Flow

Statement for the year ended on that date annexed

thereto, which we have signed under reference to

this report. These consolidated 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. We did not audit the financial statements of three

foreign subsidiary companies which constitute

total assets of

`

55.01 crores and net assets of

`

3.06 crores as at March 31, 2011, total revenues of

`

199.28 crores, net profit of

`

3.54 crores and net

cash out flows amounting to

`

1.26 crores for the

year then ended. These financial statements and

other financial information have been audited by

other auditors whose reports have been furnished

to us, and our opinion on the consolidated financial

statements to the extent they have been derived

from such financial statements is based solely on the

report of such other auditors.

4. We also did not audit the financial statements of

(i) two other subsidiary companies (including one

foreign subsidiary) included in the consolidated

financial statements, which constitute total assets of

`

15.31 crores and net assets of

`

14.53 crores

as at March 31, 2011 and total revenue of

`

1.15 crores, net loss of

`

0.10 crore and net

cash flows of

`

3.29 crores for the year then

To the Board of Directors

of Atul Ltd on the Consolidated Financial Statements of Atul Ltd

ended and (ii) seven associate companies which

constitute net profit of

`

0.54 crore for the year

then ended. These financial statements and other

financial information are unaudited and have been

prepared and certified by the management of these

companies as a result of which, any adjustments

to their balances could have consequential effect

on the attached consolidated financial statements.

However, the size of these subsidiary companies

and the associate companies, in the consolidated

position, is not significant in relative terms.

5. We report that the consolidated financial statements

have been prepared by the Company’s management

in accordance with the requirements of Accounting

Standard (AS) 21 - Consolidated Financial Statements

and Accounting Standard (AS) 23 - Accounting for

Investments in Associates in Consolidated Financial

Statements notified under sub-section 3C of Section

211of the Companies Act, 1956.

6. Based on our audit and on consideration of reports

of other auditors on separate financial statements

and on the other financial information of the

component of the Group as referred to above, and

to the best of our information and according to

the explanations given to us, in our opinion, the

attached consolidated financial statements give a

true and fair view in conformity with the accounting

principles generally accepted in India:

(a) in the case of the consolidated Balance Sheet,

of the state of affairs of the Group as at March

31, 2011;

(b) in the case of the consolidated Profit and Loss

Account, of the profit of the Group for the

year ended on that date: and

(c) in the case of the consolidated Cash Flow

Statement, of the cash flows of the Group for

the year ended on that date.

For and on behalf of

Dalal & Shah

Chartered Accountants

Firm Registration No. 102020W

S Venkatesh

Mumbai

Partner

May 13, 2011

Membership No. F-037942

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