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99

Report of the Auditors

on Consolidated Financial Statements

1. We have audited the attached consolidated Balance

Sheet of Atul Ltd (the ‘Company’) and its subsidiary

companies, its jointly controlled entity and associate

companies; hereinafter referred to as the ‘Group’

(refer Note 27.8 to the attached consolidated

financial statements) as at March 31, 2012, the

related consolidated Statement of Profit and Loss

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 the 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) five

subsidiary companies and one jointly controlled

entity included in the consolidated financial

statements, which constitute total assets of

`

173.32

cr as at March 31, 2012, total revenue of

`

238.04

cr, net profit of

`

18.55 cr and net cash outflows

amounting to

`

2.13 cr for the year then ended; and

(ii) fourteen associate companies which constitute

net loss of

`

12.38 cr 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 report that the consolidated financial statements

have been prepared by the Management of the

Company in accordance with the requirements of

Accounting Standard-21 Consolidated Financial

Statements, Accounting Standard-23 Accounting

for Investments in Associates in Consolidated

Financial Statements, and Accounting Standard-27

Financial Reporting of Interests in Joint Ventures

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, 2012;

(b) in the case of the consolidated Statement of

Profit and Loss, 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

Firm Registration No. 102020W

Chartered Accountants

S Venkatesh

Mumbai

Partner

May 15, 2012

Membership No. F-037942

To the Board of Directors