Auditor Report of Suncity Synthetics Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SUNC1TY SYNTHETICS
LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss of the Company, the Statement of changes in Equity, Cash Flow
Statement for the year then ended, and a summary of significant 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 March 31, 2025 and its loss
as per Profit and loss account, total comprehensive losses, changes in equity and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone
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 Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.

Kev Audit Matters

Key Audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have not determined any matters to be
the key audit matters to be communicated in our report.

Information other than the Financial Statements and Auditor''s Report Thereon

The Company’s Board of Directors and Management is responsible for the preparation of the other
information. The other information comprises the information obtained at the date of this auditor’s
report, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibility of Management and those charged with Governance for the Standalone
Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act of the Act read with the
companies ( Indian Accounting Standards ) Rules 2015, as amended. This responsibility also
includes the maintenance of adequate accounting records in accordance with the provision of the
Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial control, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, 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.

In preparing the financial statements, management 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.

Board of Directors is also responsible for overseeing the company’s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone 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.

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act
and the Rules made thereunder. We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. 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 the
disclosure 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 financial control relevant to the Company''s preparation of the financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the
Company''s Directors, as well as evaluating the overall presentation of the financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (order dated 29.03.2016),
issued by the Central Government of India in terms of section 143 (11) of the Companies Act,
2013 (hereinafter referred to as ''order''), and on the basis of test check as we considered
appropriate and according to information and explanation provided to us, we enclose in the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, 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 purpose 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.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

e. On the basis of written representations received from the directors as on March 31,
2025 taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

f. 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".

g. 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, in our opinion and to the
best of our information and according to the explanations given to us:

i. There were no pending litigations which would impact its financial position of the
Company.

ii. The Company did not have any material foreseeable losses on long-term contracts
including derivative.

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. No Dividend has been declared or paid during the year by the company.

v. Based on our examination carried out in accordance with the Implementation
Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and
Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered
Accountants of India, we report that the company has used such accounting software
for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has been operated throughout the year for all transactions
recorded in the software and the audit trail feature has not been tampered with and
the audit trail has been preserved by the company as per the statutory requirements
for record retention.

For S. Gandhi & Associates
(Chartered Accountants)

Sd/-

Surendra Gandhi
(Proprietor)

M. No:072278
FRN. 113667W
UDIN: 25072278BMIYBS9953

PLACE: SURAT
DATE: 10/05/2025

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of SUNCITY SYNTHETICS
LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss of the Company, the Statement of changes in Equity, Cash Flow
Statement for the year then ended, and a summary of significant 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 March 31, 2024
and its profit, total comprehensive income, changes in equity and its cash flows for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone
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 Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for
our audit opinion on the standalone financial statements.

Key Audit Matters

Key Audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have not determined any matters to be
the key audit matters to be communicated in our report.

Information other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors and Management is responsible for the preparation of the
other information. The other information comprises the information obtained at the date of this
auditor''s report, but does not include the financial statements and our auditor''s report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibility of Management and those charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation 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 principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act of the Act read
with the companies ( Indian Accounting Standards ) Rules 2015, as amended. This responsibility
also includes the maintenance of adequate accounting records in accordance with the provision of
the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial control, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, 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.

In preparing the financial statements, management 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.

Board of Directors is also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone 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.

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards
and matters which are required to be included in the audit report under the provisions of the
Act and the Rules made thereunder. We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act. 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 the
disclosure 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 financial control relevant to the Company''s preparation of the financial statements
that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on whether the Company
has in place an adequate internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of the accounting estimates made by
the Company''s Directors, as well as evaluating the overall presentation of the financial
statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (order dated 29.03.2016),
issued by the Central Government of India in terms of section 143 (11) of the Companies Act,
2013 (hereinafter referred to as ‘order''), and on the basis of test check as we considered
appropriate and according to information and explanation provided to us, we enclose in the
“Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, 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 purpose 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.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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

Act.

f. 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”.

g. 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, in our opinion and to
the best of our information and according to the explanations given to us:

i. There were no pending litigations which would impact its financial position of the
Company.

ii. The Company did not have any material foreseeable losses on long-term contracts
including derivative.

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. No Dividend has been declared or paid during the year by the company.

v. Based on our examination carried out in accordance with the Implementation
Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit
and Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of
Chartered Accountants of India, we report that the company has used such
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has been operated throughout
the year for all transactions recorded in the software and the audit trail feature has
not been tampered with and the audit trail has been preserved by the company as
per the statutory requirements for record retention.

For S. Gandhi & Associates
(Chartered Accountants)

Sd/-

Surendra Gandhi
(Proprietor)

M. No:072278
FRN. 113667W

UDIN: 24072278BKELRR9030

PLACE: SURAT
DATE: 30/05/2024

---

Mar 31, 2015

We have audited the accompanying financial statements of SUNCITY SYNTHETICS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement, the 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 misstatements.

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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, 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 on the financial statements.

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 the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by Section 143(3) of the Act, we report that:

1. 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;

2. 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.

3. The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

4. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

5. On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

6. 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, in our opinion and to the best of our information and according to the explanations given to us:

a. There were no amount which were required to be transferred to the investor Education and Protection Funds by the company.

To the members of SUNCITY SYNTHETICS LIMITED

We refer to our report on the financial statements of SUNCITY SYNTHETICS LIMITED

(the company) for the year ended on March 31,2015.

In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(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.

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 inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

(a) The principal amounts are repayable over varying periods upto five years, while the interest is payable annually, both at the discretion of the Company.

(b) In respect of the said loans and interest thereon, there are no overdue amounts.

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

According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1 )(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

In respect of statutory dues:

(a) Statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material 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, 2015 for a period of more than six months from the date of becoming payable.

(b) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess which have not been deposited as on March 31,2015 on account of disputes are given below:

Name of Nature of Amount Sr. the statute dues (in lakhs) Period Authrity

1.

2. NIL

(c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

The Company has no 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.

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, banks and debenture holders.

As informed by the directors, the Company has not given guarantees for loans taken by others from banks and financial institutions.

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.

In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For, N. Kumbhat & Co. Chartered Accountants (FRN: 113451W)

CA. Mukesh Khaitan Date: 28.07.2015 Partner Place: Surat Mem: 402824

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Mar 31, 2014

We have audited the accompanying financial statements of Suncity Synthetics Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, 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 forthe 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act,1956 ("the Act") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principal general 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.

Auditors'' 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 misstatements.

An Audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risk 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 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 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 March 31,2014;

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

(c) In the case of the Cash Flow Statement, of the Cash flow 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 Section 227(4A) 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 our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appeared from our examinations of these books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representation received from the directors as on March 31,2014, taken on record by the Board of Directors, non on the directors is disqualified as on March 31,2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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 procedure of physical verification of inventories followed by the management is 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 inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 302 of the Companies Act, 1956:

a) The Company has given loans to two parties mentioned under register maintained under section 302 of the Companies Act, 1956.. In respect of the said loans, the maximum amount outstanding at any time during the year was14.55 Lacs and the year end balance is1 Nil Lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company.

c) In respect of the said loans and interest thereon, there are no overdue amounts.

d) The Company has taken loan during the year from nine Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was185.64 Lacs and the year end balance is184.17 Lacs.

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 and services. 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. According to the information and explanations given to us, the Company has not accepted any deposit from public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. Company is not required to maintain Cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956.

9. In respect of Statutory dues:

a) According to the records of Company, undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, cess and other material Statutory Duty have been generally regularly deposited with the appropriate authorities.

10. The Company has no 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 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, bank and debenture Holders.

12. In our opinion and according to the explanations given to us and based on the information 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 ouropinion, the company is nota chit Fund/Nidhi/ Mutual benefit Fund/society. Therefore, the provisions ofclause (Xiii) of paragraph 4 of the Order are not applicable to the company.

14. The Company has not made any transactions in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given guarantees for loan taken by others from bank and financial institutions

16. As informed to us, the company has raised new term loans during the year. The term loans outstanding at the beginning of the year and raised during the year have been applied for the purposes for which they are raised.

17. According to the information 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 ofthe Companies Act, 1956.

19. According to the information and explanations given to us, No debenture is issued during the financial year by the company.

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

21. In ouropinion and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.

Place: Surat Date: 02/09/2014

For, N. Kumbhat & Co. Chartered Accountants FRN: 113451W

CA Mukesh Khaitan Partner Mem: 402824

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Mar 31, 2013

We have audited the attached Balance Sheet of SUNCITY SYNTHETICS LTD. as at 31st March, 2013 and the Profit and Loss Account of the company for the period 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.

We have 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 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.

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

2. Further to our comments in the Annexure referred to in Paragraph 1 above, we state 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 our audit.

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

(c) The Balance Sheet and the Profit and Loss Account dealt with this report are in agreement with the books of accounts of the Company.

(d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in Sub-section 3(c) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from directors, as on 31st March, 2013, we report that none of the Directors are disqualified from being appointed as Director 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, the said Balance Sheet and the Profit and Loss Account read together with the schedules and notes thereon, gives the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view :

1. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013, and

2. In the case of the Profit and Loss Account, of the Profit of the Company for the period ended on that date.

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

1) FIXED ASSETS :-

a) The Company has maintained proper records showing full particulars of its fixed assets including quantitative details and their location.

b) As explained to us, certain classes of fixed assets have been physically verified by the management during the year under review and no material discrepancies have been noticed on such verification.

c) In our opinion, the frequency of verification of fixed assets by the management is reasonable having regard to the size of the Company.

d) According to the information and explanations given to us, none of the fixed assets has been revalued during the year.

2) INVENTORIES :-

a) The Stocks of Finished Goods, Raw Material and Stores, Spares etc have been physically verified by the management at reasonable intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) No physical verification of the stocks was done by us as we have found the procedures followed by the management as reasonable and adequate.

d) In our opinion and on the basis of examination of valuation of stocks, such valuation is fair and proper in accordance with the normally accepted accounting principles.

3) LOANS & ADVANCES:-

a) The Company has accepted unsecured loans during the year from ten parties listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 170.39 Lacs and the year end balance of loan taken from such parties was Rs. 108.08 Lacs. Opening Balances are either repaid or carried forward. The rate of interest and other terms and conditions on which such loans have been borrowed are not prima facie prejudicial to the interest of the company.

b) The Company has granted unsecured loans to five parties listed in the register maintained under Section 301 of the Companies Act, 1956 and / or to the companies under the same management as defined under Sub-section 1B of Section 370 of the Companies Act, 1956. The maximum balance involved during the year was Rs. 0.52 Lacs and the year end balance of loan granted to such parties was Rs. 17.63 Lacs. According to the information and explanation given to us the rate of interest and other terms and conditions on which such loans have been given are not prima facie prejudicial to the interest of the company.

According to the information and explanation given to us the company has proper procedure for recovery of the loans given.

There is no overdue amount of loans granted or taken by the company.

4) INTERNAL CONTROL PROCEDURE :-

a In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control

5) TRANSACTIONS WITH PARTIES U/S 301 :-

a According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In my 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) PUBLIC DEPOSITS :-

a) According to the information and on the basis of our examination of records, the Company has not accepted any deposits from the public in terms of provisions of Section 58A of the Companies Act, 1956 and the rules framed there under.

7) INTERNAL AUDIT SYSTEM :-

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

8) COST RECORDS :-

a The Company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

9) STATUTORY DUES :-

a) The company has generally been regular in depositing dues, including provident fund, Employees'' State Insurance,

Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

10) ACCUMULATED / CASH LOSSES :-

a) In our opinion, Company has no accumulated losses in previous years. Also, the Company has not incurred cash losses in the current financial year.

11) DEFAULT IN REPAYMENT OF DUES TO BANKS / FINANCIAL INSTITUTION ETC.:-

a) In our Opinion, the company has not defaulted in repayment of dues to the financial institution or Banks during the current financial year.

12) GRANTING OF LOAN & ADVANCES:-

a) In our opinion, the company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

13) CHIT FUND / NIDHI / MUTUAL FUND:-

a) In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/Societies are not applicable to the company.

14) DEALING OR TRADING IN SHARES ETC. :-

a) As explained to us by the management, the company has not invested or dealt with or traded in any kind of shares etc.

15) GUARANTEE GIVEN BY COMPANY:-

a) As explained to us by the management, the company has not given guarantee for loans taken by others from banks or financial institution.

16) UTILISATION OF TERM LOANS:-

a) In our opinion, the term loans have been applied for the purpose for which they were raised.

17) APPLICATION OF SHORT TERM FUND FOR LONG TERM INVESTMENT AND VICE VERSA:-

a) On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment, as they have been financed out of internal accruals. Similarly no long term funds have been utilized for short term purposes.

18) PREFERENTIAL ALLOTMENT OF SHARES:-

a) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19) CREATION OF SECURTIES FOR DEBENTURE ISSUED:-

a) According to the information and explanations given to us, the Company has not issued any Debentures during the year.

20) END USE OF MONEY:-

a) According to the information and explanations given to us, the company has not raised any money by way of public issues during the year.

21) FRAUD NOTICED OR REPORTED:-

a) As per information & explanation given to us no fraud on or by the company has been notice or reported during the year.

Place : Surat for N.KUMBHAT & CO

Date : 27-05-2013 Chartered Accountants

CA. Mukesh Khaitan

Partner

---

Mar 31, 2012

We have audited the attached Balance Sheet of SUNCITY SYNTHETICS LTD. as at 31st March, 2012 and the Profit and Loss Account of the company for the period 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.

We have 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 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 wed as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

2. Further to our comments in the Annexure referred to in Paragraph 1 above, we state 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 our audit.

B. In our opinion, proper books of accounts as required by the law have been kept by the Company so far as appears from our examination of the books.

C. The Balance Sheet and the Profit and Loss Account dealt with this report are in agreement with the books of accounts of the Company.

D. In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in Sub-section 3(c)of Section 211 oftheCompaniesAct, 1956.

E. On the basis of written representation received from directors, as on 31st March, 2012, we report that none of the Directors are disqualified from being appointed as Director 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, the said Balance Sheet and the Profit and Loss Account read together with the schedules and notes thereon, gives the information required by the CompaniesAct, 1956 in the mannerso required and gives atrue and fairview:

1. In the case of the Balance Sheet, of the State ofAffairs of the Company as at 31st March, 2012, and

2. In the case of the Profit and Loss Account, of the Profit of the Company for the period ended on that date.

3. In the case of Cash Flow Statement, of the cash flows foryear ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to the paragraph 1 to our report of evert date)

1) FIXED ASSETS :-

1. The Company has maintained proper records showing full particulars of its fixed assets including quantitative details and their location.

2. As explained to us, certain classes of fixed assets have been physically verified by the management during the year under review and no material discrepancies have been noticed on such verification.

3. In our opinion, the frequency of verification of fixed assets by the management is reasonable having regard to the size of the Company.

4. According to the information and explanations given to us, none of the fixed assets has been revalued during the year.

2) INVENTORIES ;-

1. The Stocks of Finished Goods, Raw Material and Stores, Spares etc. have been physically verified by the management at reasonable intervals during the year.

2. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

3. No physical verification of the stocks was done by us as we have found the procedures followed by the management as reasonable and adequate.

4. In our opinion and on the basis of examination of valuation of stocks, such valuation is fair and proper in accordance with the normally accepted accounting principles.

3) LOANS & ADVANCES

A. The Company has accepted unsecured loans during the year from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the yearwas'' 17.55 Lacs and the year end balance of loan taken from such parties was'' 15.25 Lacs. Opening Balances are either repaid or carried forward. The rate of interest and other terms and conditions on which such loans have been borrowed are not prima facie prejudicial to the interest of the company.

The Company has granted unsecured loans to four parties listed in the register maintained under Section 301 of the Companies Act, 1956and/orto the companies under the same management as defined under Sub-section IBofSection 370 of the Companies Act, 1956. The maximum balance involved during the yearwas ''77.70 Lacs and the year end balance of loan granted to such parties was'' 1.88 Lacs. According to the information and explanation given to us the rate of interest and other terms and conditions on which such loans have been given are not prima facie prejudicial to the interest of the company.

According to the information and explanation given to us the company has proper procedure for recovery of the loans given.

There is no overdue amount of loans granted or taken by the company.

4) INTERNAL CONTROL PROCEDURE :-

A. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control

5) TRANSACTIONS WITH PARTIES U/S 301 :-

A) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

B) In my 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 rupees five lakhs in respect of any party during the year have beon made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) PUBLIC DEPOSITS:-

A. According to the information and on the basis of our examination of records, the Company has not accepted any deposits from the public in terms of provisions of Section 58A of the Companies Act, 1956 and the rules framed there under.7) INTERNAL AUDIT SYSTEM :- In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of business.

8)COSTRECORDS :-

A. The Company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company..

9) STATUTORY DUES :-

A, The company has generally been regular in depositing dues, including provident fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amount payable in respect of Income Tax, Custom Duty and Excise Duty, cess and other material dues in arrears as at 31 st March, 2012 fora period of more than six months from the date they became payable.

Details of dues of Income Tax/VAT, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited as on 31st March, 2012 on account of disputes are give below:

Name of Statute Nature of Dues Forum where Period to which Amount dispute is pending the amount relates (Rs.in Lacs)

Income Tax Act, 1962 - - - NIL

Sales Tax Act - - - NIL

Excise Act, 1962 - - - NIL

10) ACCUMULATED/ CASH LOSSES :-

A) In our opinion. Company has no accumuiated losses in previous years.in our opinion, Company has not incurred cash losses in the current financial year.

11) DEFAULT IN REPAYMENT OF DUES TO BANKS / FINANCIAL INSTITUTION ETC.:-

In our Opinion, The company has not defaulted in repayment of dues to the financial institution or Banks during the currentfinancial year.

12) GRANTING OF LOAN & ADVANCES:-

In our opinion, The company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

13)CHITFUND/NIDHI/MUTUALFUND:-

In our opinion, The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/Societies are not applicable to the company.

14) DEALING OR TRADING IN SHARES ETC.:-

As explained to us by the management, the company has not invested or dealt with or traded in any kind of shares etc.

15) GUARANTEE GIVEN BY COMPANY: -

As explained to us by the management, the company has not given guarantee for loans taken by others from banks orfinancial institution

16) UTILISATION OF TERM LOANS:-

In our opinion, the term loans have been applied for the purpose for which they were raised.

17) APPLICATION OF SHORTTERM FUND FOR LONG TERM INVESTMENT AND VICE VERSA:-

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment, as they have been financed out of internal accruals. Similarly no long term funds have been utilized for short term purposes.

18) PREFERENTIAL ALLOTMENT OF SHARES:-

According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19)CREATION OF SECURTIES FOR DEBENTURE ISSUED:-

According to the information and explanations given to us, The Company has not issued any Debenture during the year.20) END USE OF MONEY:-

According to the information and explanations given to us, The company has not raised any money by way of public issues during the year

21) FRAUD NOTICED OR REPORTED:-

As per information & explanation given to us no fraud on or by the company has been notice or reported during the year

For N. KUMBHAT & CO

Chartered Accountants

(FRN : 113451W)

Mukesh Khaitan

(Partner)

Place : Surat M. No. : 402824

Date: 28/07/2012 5004, World Trade Center,

Ring Road, Surat, Gujarat-395002

---

Mar 31, 2011

1 We have audited the attached balance sheet of M/s. SUNCITY SYNTHETICS LTD. as at 31st March, 2011 and also the profit & loss account of the company 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 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 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we annex hereto a Statement on the matters specified in Paragraph 4 and 5 of the said Order.

4 Further to our comments in the annexure referred to on the paragraph 1 above, we report that.

i) We have obtained all the information and explanation, which to the best our knowledge and belief were necessary for the purpose of our audit.

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

iii) The Balance sheet and profit & loss account dealt with by this report is in agreement with the books of account of the company.

iv) In our opinion, the balance sheet and profit & loss account dealt with by this report are prepared to in section 211 (3C) of the Companies Act, 1956.

v) On the basis at written representation 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 the section 274 of the Companies Act, 1956.

5 In our opinion, and to the best of our information and according to the explanation given to us, the accounts together with schedules and notes thereon, gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view -

(i) In the case of Balance sheet, of the state of company's affairs as at 31st March, 2011.

(ii) In the case of Profit and loss account, of the loss for the year ending on that date and

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

ANNEXURE TO AUDITOR'S REPORT ANNEXURE To, The Members, M/s. Suncity Synthetics Ltd.

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

(B) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regards of the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(C) During the year, the company has not disposed off a any major part of the plant and machinery.

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 had taken loan during the year from one person covered in the register maintained under section 301 of the Companies Act, 1956. The company has granted loans/advances during the year to one companies/firm/persons covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6.85 lacs and the year end balance of loans given to such party was Rs. Nil.

(B) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(C) The company is regular in repaying the principal amounts as stipulated, if any and has been regular in the payment of interest. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(D) There is no overdue account of loans from or granted to companies, firms or other parties listed 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 with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

V) (A) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI) The company has not accepted any deposits from the public, and hence the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted from the public are not applicable to it. No order has been passed by the Company Law Board.

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

VIII) I have reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the rules made by the central government for maintenance of cost records under section 209(1)(D) of the Companies Act, 1956 and is of the opinion that prma facie the prescribed account and records have been made and maintained. i have not however made a detailed examination of the records with a view to determining whether they are accurate or complete.

IX) (A) The company is normally regular in depositing with appropriate authorities 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 other material statutory dues applicable to it.

(B) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, 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, there are no dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

X) In our opinion, the company have not accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding 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 a financial institution, bank or debenture holders.

XII) I am informed that the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XIII) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/ society, Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XIV) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XV) I am informed that, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XVI) In our opinion, the term loans have been applied for the purpose for which they were raised.

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 the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

XVIII) According to the information and explanations given to us, the company has not raise any money by issue of shares during the year. Therefore, the provision of clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

IXX) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

XX) Company has not raised any money by public issues. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XXI) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For N. Kumbhat & Co., Chartered Accountants

Mukesh Khaitan Partner FRN No. 113451W Place : Surat Date : 15.06.2011

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Mar 31, 2010

1 We have audited the attached balance sheet of M/s. SUNCITY SYNTHETICS LTD. as at 31 st March, 2010 and also the profit & loss account of the company for the year ended on that date annexed thereto. 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.

2 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 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 (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we annex hereto a Statement on the matters specified in Paragraph 4 and 5 of the said Order.

4 Further to our comments in the annexure referred to on the paragraph 1 above, we report that

i) We have obtained all the information and explanation, which to the best our knowledge and belief were necessary for the purpose of our audit.

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

iii) The Balance sheet and profit & loss account dealt with by this report is in agreement with the books of account of the company.

iv) In our opinion, the balance sheet and profit & loss account dealt with by this report are prepared to in section 211 (3C) of the Companies Act, 1956.

v) On the basis at written representation 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 the section 274 of the Companies Act, 1956.

5 In our opinion, and to the best of our information and according to the explanation given to us, the accounts together with schedules and notes thereon, gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view-

i) In the case of Balance sheet, of the state of companys affairs as at 31st March, 2010.

ii) In the case of Profit and loss account, of the loss for the year ending on that date and

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

ANNEXURE TO AUDITORS REPORT ANNEXURE To,The Members, M/s. Suncity Synthetics Ltd.

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

(B) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regards of the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(C) During the year, the company has not disposed off a any major part of the plant and machinery.

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 had taken loan during the year from one person covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 2.71 lacs and the year end balance of loans taken from such party was Rs. Nil. The company has granted loans/advances during the year to three companies/firm/persons covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.22.60 lacs and the year end balance of loans given to such parties was Rs.19.40 lacs.

(B) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(C) The company is regular in repaying the principal amounts as stipulated, if any and has been regular in the payment of interest. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(D) There is no overdue account of loans from or granted to companies, firms or other parties listed 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 with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

V) A) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI) The company has not accepted any deposits from the public, and hence the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted from the public are not applicable to it. No order has been passed by the Company Law Board.

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

VIII) I have reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the rules made by the central government for maintenance of cost records under section 209(1)(D) of the Companies Act, 1956 and is of the opinion that parma facie the prescribed account and records have been made and maintained. I have not however made a detailed examination of the records with a view to determining whether they are accurate or complete.

IX) (A) The company is normally regular in depositing with appropriate authorities 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 other material statutory dues applicable to it.

(B) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, 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, there are no dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

X) In our opinion, the company have not accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding 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 a financial institution, bank or debenture holders.

XII) I am informed that the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XIII) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/ society, Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XIV) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV) I am informed that, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4 (xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XVI) In our opinion, the term loans have been applied for the purpose for which they were raised.

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 the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

XVIII) According to the information and explanations given to us, the company has not raise any money by issue of shares during the year. Therefore, the provision of clause 4 (xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

IXX) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

XX) Company has not raised any money by public issues. Therefore, the provisions of clause 4 (xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XXI) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For N.Kumbhat&Co.,

Place:Surat Chartered Accountants

Date:18.05.2010 Mukesh Khaitan

Partner FRN No.113451W