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Financial Statements

1. We have audited the attached consolidated balance

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

and its associate companies; hereinafter referred to

as the “Group” (Refer Note 2.1 in Schedule 16 to

the attached consolidated financial statements) as

at March 31, 2010, 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 Management of the

Company. 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:-

(i) Three foreign subsidiaries included in the

consolidated financial statements, which

constitute total assets of Rs 56.36 crores and

net assets of Rs 6.86 crores as at March 31,

2010 and total revenue of Rs 148.43 crores,

total loss of Rs 1.92 crores and net cash flows

amounting to Rs 2.12 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.

(ii) Two subsidiaries included in the consolidated

financial statements, which constitute total

assets of Rs 15.48 crores and net assets of Rs

12.43 crores as at March 31, 2010 and total

revenue of Rs 16.33 crores, net profit of Rs 0.64

crore and net cash flows amounting to Rs 10.11

crores 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 a consequential effect on

the attached consolidated financial statements.

4. 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,

Accounting Standard (AS) 23 - Accounting for

Investments in Associates in Consolidated Financial

Statements notified under sub-section 3C of Section

211 of the Companies Act, 1956.

5. Based on our audit and on consideration of reports

of other auditors on separate financial statements

and on the other financial information of the

components 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, 2010;

(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 and Shah

Firm Registration Number 102020W

Chartered Accountants

S Venkatesh

Mumbai

Partner

July 19, 2010

Membership Number 037942

Auditors’ Report

To the Board of Directors

of Atul Ltd on the Consolidated Financial Statements of Atul Ltd and its Subsidiary Companies