Auditor Report of Polycon International Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Polycon International Limited (“the Company”), which comprise the
Balance Sheet as at 31^st March 2024, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the
year ended on that date, notes to the financial statements, including a summary of material accounting policies and other explanatory information
(hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give
the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, the net profit
and othercomprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone financial statements
under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

S. No. Key Audit Matters	How our audit addressed the key audit matter
1. Accuracy of recognition, measurement, estimation, presentation and disclosures in respect of “Revenue from contracts with Customers” under Ind AS 115 The application of this revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period, and disclosures including presentations of balances in the financial statements. Estimated efforts is a critical estimate to determine revenue, as it requires consideration of progress of the contract, efforts incurred till date, efforts required to complete the remaining performance obligation. (Refer Note No. 25of financial statements and Item No. 2.3.5 of the Significant Accounting Policy Information to the financial statements.)	Principal Audit Procedures Performed includes the following: Our audit approach consisted testing of the design and operating effectiveness of internal controls and procedures as follows: • Evaluated the effectiveness of controls over the preparation of information that are designed to ensure the completeness and accuracy. • Selected a sample of existing continuing contracts and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. • Tested the relevant information, accounting systems and change relating to contracts and related information used in recording and disclosing revenue in accordance with Ind AS 115. • Reviewed a sample of contracts to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations. • Performed analytical procedures and test of details for reasonableness and other related material items.
2. Assessment of Expected Credit Loss (ECL) for Trade Receivables The company has applied simplified approach to measure ECL for trade receivables, which allows for	Principal Audit Procedures We have applied the following audit procedures in this regard:

lifetime expected credit losses to be recognized from initial recognition of the receivables. The company determines the expected credit losses on trade receivables by using a provision matrix that is based on historical credit loss experience, adjusted for forward looking factors to the debtors and the economic environment. Recognition and measurement of expected credit loss involves significant management judgement. These include: • Identification of exposures where there is a significant increase in credit risk • Completeness and timing of recognition of default, in accordance with the credit policy of the company • Estimation of Forward-Looking Adjustments Due to significance of trade receivables and the complexity involved in the ECL calculation, this was considered as a key audit matter. (Refer Note No. 9 of financial statements and Item No. 2.3.15 of the Significant Accounting Policy Information to the financial statements.)

• We have obtained an understanding of the company''s credit policy along with the applications controls associated with the accuracy of the information included in the debtors ageing report. • We evaluated the company''s process of ECL calculation. We assessed the reasonableness of the assumptions used in ECL calculation by comparing them with the historic data adjusted for current market condition and forward-looking information. • We have also considered the disclosures made by the company under the head credit risk. Based on the above procedure performed, the management estimations and judgement in ECL were found to be reasonable.

3. Assessment of ContingentLiabilities The Company is subject to a number of legal, regulatory, arbitration and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities. The assessment of whether a liability is recognised as a provision or disclosed as a contingent liability in the financial statements is inherently subjective and requires significant management judgement in determination of the cash outflows from the business, interpretation of applicable laws and regulations, and careful examination of pending assessments at various levels of regulatory authorities. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias. (Refer Note No. 40 and Item No. 2.3.12of the Significant Accounting Policy Information to the Financial Statements)

Principal Audit Procedures We have adopted the following audit procedures • Understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases • Discussed with the management any material developments and latest status of legal matters at the corporate office. • Read various correspondences and related documents pertaining to litigation cases and performed substantive procedures on calculations supporting the disclosure of contingent liabilities Assessed the adequacy and completeness of disclosures. Based on the above procedure performed, the estimations and disclosure of contingent liabilities are considered to be adequate and reasonable

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises
the Corporate Governance Report, and the information included in the Directors'' Report including Annexures, Management
Discussion and Analysis, Business Responsibility and Sustainability Report and other company related information (but does
not include the Financial Statements and our auditors'' report thereon), which are expected to be made available to us after the
date of this auditors'' report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not and will not express any
form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read such other information, as and when made
available to us and if we conclude that there is a material
misstatement therein, we are required to communicate the
matter to those charged with governance and take
appropriate actions, if required.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company''s management is responsible for the matters
stated in section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance, total
comprehensive income, changes in equity and cash flows
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate implementation and maintenance of accounting
policies;making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statement that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, the Board of Directors
is responsible for assessing the Company''s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our
opinion on whether the company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management''s use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related
disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality and

qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the financial
statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,
2020 (“the Order”) issued by the Central Government
in terms of Section 143(11) of the Act and on the basis
of such checks of the books and records of the
company as we considered appropriate and according
to the information and explanations given to us, we
give in “Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, based on
our audit we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.

(b) 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 except
for the matters stated in the paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (Including Other
Comprehensive Income), the Standalone Statement of
Changes in Equity and the Standalone Statement of
Cash Flows dealtwith by this Report are in agreement
with the relevant books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards (Ind AS) specified under Section 133 of the
Act.

(e) On the basis of the written representations received
from the directors as on 31^stMarch, 2024 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March, 2024 from being
appointed as a director in terms of Section 164 (2) of
the Act.

(f) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2(b) above on reporting
under Section 143(3)(b) of the Act and paragraph 4
below on reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
B”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company''s internal financial controls over financial
reporting.

(h) With respect to the other matters to be included in the
Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as
amended

In our opinion and to the best of our information and
according to the explanations given to us, the
Company has paid managerial remuneration in
accordance with the provisions of section 197 of the
Act.

(i) With respect to the other matters to be included in the
Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our
information and according to the explanation given to
us.

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements. - Refer Note No. 40 of the
Financial Statements.

ii. The Company has made provision, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long¬
term contracts including derivative contracts.

iii. During the year there is no requirement of any amount
to be transferred of an unclaimed dividend to the
Investor Education and Protection Fund under section
124(5) of the Companies Act, 2013.

iv. The Company has provided requisite disclosures in
the financial statements, on the basis of information
available with the Company. Based on audit

procedures and relying on the management
representation, we report that the disclosures are in
accordance with books of account maintained by the
Company and as produced to us by the Management.

v. (a) The management has represented that, to the best
of its knowledge and belief, as disclosed in thenotes to
the Standalone Financial Statements, no funds have been
advanced or loaned or invested(either from borrowed
funds or share premium or any other sources or kind of
funds) by the Companyto or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”),
with theunderstanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directlyor
indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or onbehalf of
the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like onbehalf of the Ultimate
Beneficiaries ;

(b) The management has represented that, to the best of its

knowledge and belief, as disclosed in thenotes to the
Standalone Financial Statements,no funds have been
received by the Company from anyperson(s) or
entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whetherrecorded in writing or
otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Funding Party(“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the
UltimateBeneficiaries ; and

(c) Based on such audit procedures that we considered
reasonable and appropriate in the
circumstances,nothing has come to our notice that has
caused us to believe that the representations under
subclause(a) and (b) contain any material misstatement.

(v) No dividend has been declared and paid during the year
by the Company.

(vi) Based on our examination which included test checks,
the company has used an accounting software for
maintaining its books of account which has a feature of
recording audit trail (edit log) facility. The audit trail (edit
log) facility in the accounting softwarewas inoperative
from 1^stApril, 2023 to 29^th March 2024 for all relevant
transactions recorded in the software during the year.

Further, for the periods where audit trail (edit log) facility
was enabled and operated, we did not come across
any instance of the audit trail feature being tampered
with.

As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors)

Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention for financial
year 2023-24 is commenced from 1st April 2024, hence
not applicable for the financial year ended March 31,
2024.

For S R Goyal & Co.

Chartered Accountants

FRN: 001537C

Place:Jaipur A.K. Atolia

Date: 30-05-2024 (Partner)

UDIN: 24077201BKEQDW1156 M.No.: 077201

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. Polycon International Ltd. (''the Company'') which comprises the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the companies Act,1956 ("the Act") ( which continue to be applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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, 2014

(b) In the case of Statement of Profit and Loss, of the Profit of the company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the Cash flows of the company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order'')issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit.

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account.

(c) 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.

(d) 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 notified under the Act ( which continue to be applicable in respect of section 133 of the companies Act,2013 in terms of General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs)

(e) On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause(g) of sub-section(1) of section 274 of the Companies act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report of even date to the members of M/s. Polycon International Ltd. (the Company) for the year ended on 31st March, 2014 We report that :- 1 (a) The Company is maintaining proper records

showing full particulars, including quantitative details and situation, of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The fixed assets disposed off during the year in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of its inventories :

(a) As explained to us, the inventories of raw- material, finished goods, traded goods and stores and spares were physically verified during the year by the Management. In our opinion, having regard to the nature and location of the stocks, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956 :

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section(1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues :

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, CESS and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 or a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,09,255 that have not been deposited on account of disputed matters pending before appropriate authorities are -

Sr. Name of the Nature of the Amount No. Statute Dues (Rs.)

1 Rajasthan Sales Tax Sales Tax 97422

2 Central Excise Act,1944 Excise Duty 11833

TOTAL 1,09,255



Name of the Period to which the Forum where dispute is Statute amount relates pending

Rajasthan Sales Tax 2000-01 Dy.Commissioner Central Excise Act,1944 2007-08 Dy.Commissioner Central Excise & Customs Appellate Tribunal

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information''s available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph-4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

20. The Company has not raised any monies by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

FOR A.NATANI & CO. CHARTEREDACCOUNTANTS FIRM REG. NO. 07347C

Place : Jaipur Date : 30.05.2014

ASHOK KUMAR NATANI PARTNER MEMBERSHIP NO. 74692

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Mar 31, 2013

REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s. Polycon International Ltd. (''the Company'') which comprises the Balance Sheet as on 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according

to the explanations given to us, the financial statements 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, 2013

(b) In the case of 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required b the Companies (Auditor''s Report) Order, 2003 (the Order''), as amended, issued by the Central ( Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the annexure a statement of the matters specified in paragraphs 4&5 of the said order.

2. As required by section 227(3) of the Act, we report that

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit.

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of the books of account.

( c) 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.

(d) 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 Section 211 (3C) of the Companies Act, 1956; and

(e) On the basis of written representations received from ; the directors as on 31st March, 2013, and taken on record

by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being '' appointed as a director in terms of clause(g) of sub- section(1) of section 274 of the Companies act, 1956.

The Annexure referred to in our report of even date to the members of M/s. Polycon International Ltd. (the Company) for the year ended on 31st March, 2013, We report that :- 1 (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories:

(a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section(l) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues :

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, CESS and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march, 2013 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,95,802 that have not been deposited on account of disputed matters pending before appropriate authorities are -

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information''s available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph-4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

20. The Company has not raised any monies by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

FOR A.NATANI & CO.

Chartered Accountants

Firm Reg. No. 07347C

Place : JAIPUR

Date : 30.05.2013 ASHOK KUMAR NATANI

PARTNER

MEMBERSHIP No. 74692

---

Mar 31, 2012

1 We have audited the attached Balance Sheet of POLYCON International Limited as at March 31, 2012, the Statement of Profit and Loss account 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 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) 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 & 5 of the said Order.

4 Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) 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.

(b) In our opinion, proper books of account, as required by law, have been kept by the Company, so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors as on March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with the Significant Accounting Policies and 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 :

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012 ;

(ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Referred to in Paragraph 3 of the Auditors' Report of even date to the Members of Poly con International Limited on the financial statements as of and for the year ended 31st March, 2012

1 (a) The Company is maintaining proper records

showing full particulars, including quantitative details and situation, of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) in our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its inventories:

(a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3 The Company has neither granted not taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5 In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have ' been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6 The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7 In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8 We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section(1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 In respect of statutory dues :

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,95,802 that have not been deposited on account of disputed matters pending before appropriate authorities are

Sr. Name of the Nature of the Amount Period to which the Forum where dispute is No. Statute Dues (Rs.) amount relates pending

1 Rajasthan Sales Tax Sales Tax 97422 2000-01 Dy. Commissioner

2 Central Excise Act, 1944 Excise Duty 86547 31.10.2001 to Central Excise & Customs 31.01.05 Appellate Tribunal

3 Central Excise Act, 1944 Excise Duty 11833 2007-08 Dy. Commissioner Central Excise & Customs Appel late Tribunal

TOTAOL Rs. 195802

10 The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11 Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12 In our opinion and according to the explanations given to us and based on the information's available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16 The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures during the year, and does not have any debentures outstanding as at the year end.

20 The Company has not raised any monies by way of public issues during the year.

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

FOR A.NATANI & CO.

Chartered Accountants

Firm Reg. No. 07347C

Place: JAIPUR

Date : 30.05.2012

CA ASHOK KUMAR NATANI PARTNER

M.No. 74692

---

Mar 31, 2011

We have audited the attached Balance Sheet of POLYCON International Ltd. ("the Company") as at 31st March 2011, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. 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.

1. We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditor's Report) Order, 2003 (as amended), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

3. Without qualifying our report, we draw your attention to -

Note No. 2 in schedule 20 regarding demerger of Chennai Unit on geographical location basis to M/s. Vinayak Polycon International Limited as at April 1, 2010 (Appointed Date) as per the scheme of arrangements u/s 391 to 394, approved by the Hon’ble High Court of Rajasthan, Jaipur Bench and in pursuance thereof, assets and liabilities of the demerged undertaking are transferred and the resultant difference of Rs. 3,03,12,420.00 is adjusted against Reserve & Surplus as per AS-14 of the Institute of Chartered Accountants of India.

4. Further to our comments in the Annexure referred to 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 appears from our examination of such books;

iii) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 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 together with significant Accounting Policies, and 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, 2011.

b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

c) In the case of Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in Paragraph 3 of our report to the members of Polycon International Ltd. (the company) for the year ended on 31st March,2011. We report that :- (i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such program, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and therefore, do not affect the going concern status of the company.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

(b) 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.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a) As informed, the Company has not granted any loans, secured or unsecured to companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of Clauses 4(iii)(a) to (d) of the Companies (Auditors’ Report) order, 2003 (as amended) are not applicable.

(b) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) 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 with regard to purchases of inventory, fixed assets and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v)(a) According to the information and explanations given to us, particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding Rupees Five Lakhs in respect of such party during the year have been made at prices, which are reasonable having regards to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year.

(vii) In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

(viii) According to the information and explanations given to us, there is no requirement to maintain cost records U/S 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year except for sales tax where there have been delays.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, Sales tax, custom duty, excise duty cess & other material statutory dues were in arrear, as at 31.03.2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of sales tax, wealth tax, service tax, customs duty, excise duty, income t ax and Cess which have not been deposited as on 31st March, 2011 on account of any dispute are given below :-

Particulars Period to which the amount Forum where matter is Amount(Rs) relates pending

Sales Tax

2000-2001 Deputy Commissioner 97,422.00

Excise Duty 31.10.2001 to 31.01.2005 Tribunal 86,547.00

2007-2008 Tribunal 11,833.00

(x) The company does not have any accumulated loss at the end of the financial year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution/bank.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities therefore, maintaining of records are not applicable.

(xiii) In our opinion, the company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of Clause-4 (Xiii) of order are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. All long term Investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, the term loans availed by the company during the year have been applied for the purposes for which they were obtained.

(xvii) 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 used for long-term investment. No long term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956 during the year.

(xix) According to the information and explanations given to us during the period covered by our report, the company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue during the year. Accordingly, the provisions of clause 4(xx) of the companies (Auditor's report) Order, 2003 are not applicable to the company.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

Place : JAIPUR For CA A.NATANI & CO.,

Date : 16.08.2011 CHARTERED ACCOUNTANTS,

CA ASHOK KUMAR NATANI PARTNER M. No. 74692 Firm Reg. No. 007347C

---

Mar 31, 2010

We have audited the attached Balance Sheet of POLYCON International Ltd. ("the Company") as at 31st March 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors Report) Order, 2003 (as amended), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to 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 appears from our examination of such books;

iii) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, the

Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 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 together with significant Accounting Policies, and 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 t March, 2010.

b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

c) In the case of Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in Paragraph 3 of our report to the members of Polycon International Ltd. (the company) for the year ended on 31st March,2010. We report that :-

(i) (a) The company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) The company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such program, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and therefore, do not affect the going concern status of the company.

(ii) (a) The Inventory has been physically verified during

the year by the management. In our opinion the frequency of verification is reasonable.

(b) 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.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of Clauses 4(iii)(a) to (d) of the Companies (Auditors Report) order, 2003 (as amended) are not applicable.

(b) The Company has taken loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 212.86 lacs and the year end balance of loan taken from such party was Rs. 212.86 lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

(d) The loan taken is repayable on demand. As informed, the lender has not demanded repayment of any such loan during the year and thus, there has been no default on the part of the company. The payment of interest has been regular.

(iv) 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 with regard to purchases of inventory, fixed assets and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) (a) According to the information and explanations given to us, the company has not entered into any contract or arrangement with other parties, which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding Rupees Five Lakhs in respect of such party during the year have been made at prices, which are reasonable having regards to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

(viii) According to the information and explanations given to us, there is no requirement to maintain cost records U/S 209(1)(d) of the Companies Act, 1956.

(ix (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year except for sales tax where there have been delays.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax. Sales tax, custom duty, excise duty cess & other material statutory dues were in arrear, as at 31.03.2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of sales tax, wealth tax, service tax, customs duty, excise duty, income tax and Cess which have not been deposited as on 31st March, 2010 on account of any dispute are given below :-

Particulars Period to which the Forum where matter Amount amount relates is pending (Rs)

Sales Tax 2000-2001 Dy. Commissioner 97,422.00

Excise Duty 31.10.2001 to Tribunal 86,547.00

31.01.2005

2007-2008 Tribunal 11,833.00

(x) The company does not have any accumulated

loss at the end of the financial year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution/bank.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities therefore, maintaining of records are not applicable.

(xiii) In our opinion, the company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of Clause-4 (Xiii) of order are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. All long term Investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, the term loans availed by the company during the year have been applied for the purposes for which they were obtained.

(xvii) 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 used for long-term investment. No long term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956 during the year.

(xix) According to the information and explanations given to us during the period covered by our report, the company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue during the year. Accordingly, the provisions of clause 4(xx) of the companies (Auditors report) Order, 2003 are not applicable to the company.

(xxi) During the course of our examination of the books

and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR A.NATANI & CO.

Firm Reg. No. 007347C

Chartered Accountants

Place: JAIPUR

Date : 11.09.2010

CA ASHOK KUMAR NATANI PARTNER M.No. 74692

---

Mar 31, 2009

We have audited the attached Balance Sheet of POLYCON International Ltd. as at 31st March 2009, the Profit & Loss Account and the Cash Flow State- ment for the year ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with au- diting standards generally accepted in India. Those standards require that we plan and per- form the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial state- ments. An audit also includes assessing the ac- counting principles used and significant esti- mates made by the management, as well as evaluating the overall financial statement presen- tation. We believe that our audit provides a rea- sonable basis for our opinion.

2. As required by the Companies (Auditors Re- port) Order, 2003, issued by the Central Govern- ment of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annex- ure, a statement on the matters specified in para- graph 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to 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 appears from our examination of such books;

iii) The Balance Sheet, the Profit & Loss

Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31SI March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 of the Com- panies Act, 1956.

vi) In our opinion, and to the best of our information and according to the expla- nations given to us, the said accounts read together with significant Account- ing Policies, and 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, 2009

b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

c) In the case of Cash Flow statement of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in Paragraph 3 of our report to the members of Polycon International Ltd. (the company) for the year ended on 31st March,2009. We report that :-

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of. its assets. In accordance with such program, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and therefore, do not affect the going concern status of the company.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

(b) 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.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has granted unsecured loan to one company covered in the register maintained under section 301 of the companies Act, 1956. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

(b) The company has not taken any secured or unsecured loan from companies, firm or parties covered in the register maintained under sec. 301 of the Companies Act, 1956.

(iv) 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 with regard to purchases of inventory, fixed assets and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) (a) According to the information and explanations given to us, the company has not entered into any contract or arrangement with other parties, which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding Rupees Five Lakhs in respect of such party during the year have been made at prices, which are reasonable having regards to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

(viii) According to the information and explanations given to us, there is no requirement to maintain cost records U/S 209(1 )(d) of the Companies Act, 1956.



(ix) (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax. Sales tax, custom duty, excise duty cess & other material statutory dues were in arrear, as at 31.03.2009 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of sales tax, wealth tax, service tax, customs duty, excise duty, income t ax and Cess which have not been deposited as on 31st March, 2009 on account of any dispute are given below :-

Particulars Period to which the Forum where matter Amount amount relates is pending (Rs) *

Sales Tax 2000-2001 Dy. Commissioner 97.422.00

ExciseDury 31.10.2001 to Tribunal 86,547.00 31.01.2005

2007-2008 Tribunal 11,833.00

(x) The company does not have any accumulated loss at the end of the financial year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution/bank.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities therefore, maintaining of records are not applicable.

(xiii) In our opinion, the company is not a chit fund/ nidhi/mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanation given to us, the company does not deal or trade in shares, securities, debentures and other investments. All long term Investments have been held by the company in its own name."

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the company, for loans taken by other from banks or financial institution during the year, are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans availed by the company during the year have been applied for the purposes for which they were obtained.

(xvii) 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 used for long-term investment. No long term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956 during the year.

(xix) According to the information and explanations given to us during the period covered by our report, the company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue during the year. Accordingly, the provisions of clause 4(xx) of the companies (Auditors report) Order, 2003 are not applicable to the company.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR A.NATANI & CO. Chartered Accountants Place : JAIPUR Date : 30.06.2009

CA ASHOK KUMAR NATANI PARTNER M.No. 74692