Auditor Report of Sunshine Capital Ltd.

Mar 31, 2016

Independent Auditor’ s Report

To the Members of SUNSHINE CAPITAL LIMITED

Report on the Financial Statements

I have audited the accompanying financial statements of M/s SUNSHINE CAPITAL LIMITED ( “the Company” ) which comprise the Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss, 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 Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to 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 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Amendment Rules, 2015. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of 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.

Auditor’ s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I have taken into account the provisions of the act, the accounting and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made there under. I conducted my audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that I 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. 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Note No. 24, regarding non provision of diminution in the value of Non Current Investment to the tune of Rs, 25.03 Crores (Previous Year 12.00 Crore) by virtue of which profit of the company has been overstated by Rs, 25.03 Crores. Further, as per AS-2, the inventories are to be valued at cost or market value whichever is less. There is non provision for shortfall in value of inventories to the tune of Rs, 19.17 Crore by virtue of which profit of the company has been overstated by Rs, 19.17 Crore, 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 31st March, 2016;

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

(C) In the case of the Cash Flow Statement, of the Cash Outflows for the year ended on that date;

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’ s Report) Order, 2016 ( “the Order” ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the “Annexure A” statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, I report that:

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

b) in my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those book;

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 my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Amendment Rules, 2015.

e) on the basis of written representations received from the directors as on 31st March, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the act.

f) with respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate report in “Annexure B” ,and

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 my opinion and to the best of my information and according to the explanations given to me:

(i) the Company has disclosed the impact of pending litigations on its financial position in its Financial Statement as referred to in note no. 27 (a), (b) and (c) to the financial statement..

(ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

The Annexure referred to in my report of even date to the members of M/s SUNSHINE CAPITAL LIMITED as at and for the year ended 31st March, 2016, I report that:

1. 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 me, all the fixed assets have been physically verified by the management in a phased periodical manner, which in my 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.

2. Inventories:

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

b) In my opinion and according to the information and explanations given to me, 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 me, no material discrepancies were noticed on physical verification.

3. Secured or unsecured Loans

The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. So Further provisions of clause do not apply.

4. The company has complied with the provision of section 185 & 186 in respect of loans, investments, guarantees, and security.

5. In my opinion and according to the Information & Explanation given to me, The Company has not accepted deposits under the provisions of sections 73 to 76 are not applicable or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. I have been informed that the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

7. Statutory Dues:

a) According to the records of the Company, undisputed 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 me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2016 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to me, there is a pending tax demands of which information given below:

_(In Rs,)

ACT	Appeal pending Before	Assessment year	Amount of demand
Income Tax Act	ITAT	2008-09	35,33,80,053/-
Income Tax Act	CIT (A)	2008-09	33,99,00,000/-
Income Tax Act	ITAT	2009-10	5,14,66,300/-

8. Since the company has not taken any loan or borrowing from a financial institution, bank, Government or dues to debenture holders hence the default in repayment of dues to banks, financial institutions, and Government does not arise.

9. In my opinion and according to the Information & Explanation given to me, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans so the clause is not applicable for the company.

10.Based on the procedure performed and the information and explanation given to me, I report that no fraud on or by the company has been noticed or reported during the year, nor I have been informed of such cases by the management.

11.In my opinion and according to the information and Explanation given to me, the company has not paid or provided managerial remuneration.

12.The company is not a Nidhi company hence the provision related to the Nidhi Company is not applicable.

13.The company has not any related party transaction.

14.The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15.The company has not entered into any non-cash transactions with directors or persons connected with him.

16.The Company having Certificate of Registration No. B-14.01266 issued on 25.09.1998 by Reserve Bank of India, New Delhi under Section 45 IA of the RBI Act, 1934

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ( “the Act” )

I have audited the internal financial controls over financial reporting of M/s SUNSHINE CAPITAL LIMITED (“the Company”) as of 31 March 2016 in conjunction with my audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ( ‘ICAI’ ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

My responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

CA. ANIL KUMAR

(Chartered Accountant)

M.No. 086223

Place: New Delhi

Date: 26.05.2016

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Mar 31, 2015

I have audited the accompanying financial statements of SUNSHINE CAPITAL LIMITED which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies, other explanatory information together with notes to account thereon.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to 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 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of 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.

Auditor's Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I 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. believe that the audit evidence have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Note No. 4, regarding non provision of diminution in value of Non- Current Investments amounting to Rs,12.00 Crore (Previous year Rs,12.06 Cr.) by virtue of which Profit of the company has been overstated by * 12.00 Crore (Previous year Rs,12.06 Cr.), 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, 2015;

(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 cash flow statement of the cash inflows for the year ended on that date; Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure'T' a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008, I give in the annexure 'II', a statement on the matters specified in paragraph 3 & 4 of the said directions.

3. As required by section 143(3) of the Act, report that:

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit;

b) in my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those book;

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 my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Rules, 2014.

e) on the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of the act.

f) 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 my opinion and to the best of my information and according to the explanations given to me:

(i) the Company has disclosed the impact of pending litigations on its financial position in its Financial Statement as referred to in note no. 29(a), (b) and (c) to the financial statement. (ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SUNSHINE CAPITAL LIMITED as at and for the year ended 31st March, 2015, report that:

1. 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 me, all the fixed assets have been physically verified by the management in a phased periodical manner, which in my 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.

2. Inventories:

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

b) In my opinion and according to the information and explanations given to me, 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 me, no material discrepancies were noticed on physical verification.

3. 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) In my opinion and according to the information and explanations given to me, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

b) In View of the facts mentioned in Point No- a, above the provisions of clause regarding reasonableness of interest charges or paid are not applicable to the company during the year under report.

4. In my opinion and according to the information and explanations given to me, the Company has an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade and fixed assets and for the sale of such stock-in-trade and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In my opinion and according to the information and explanations given to me, the company has not accepted deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

6. I have been informed that maintenance of cost records has not been prescribed by the Central Government of the Companies Act, for the year under review.

7. Statutory Dues:

a) According to the records of the Company, undisputed 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 me, 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) According to the information and explanations given to me, there is a pending tax demands of which information given below:

ACT Appeal pending Assessment year Amount of demand Before (In Rs,)

Income Tax Act ITAT 2008-09 35,33,80,053/-

Income Tax Act CIT(A) 2008-09 3,99,00,000/-

Income Tax Act ITAT 200-10 5,14,66,300/-

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, 2013 and rules made thereunder has been transferred to such fund within time.

8. 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.

9. Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions the order regarding default in repayment of dues to a financial institution or bank or debenture holders doesn't arise.

10. According to the information and explanations given to me, the Company has not given any guarantees for loans taken by others from a bank or financial institution.

11. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

12. Based on the audit procedures performed and the information and explanations given to me, I report that no fraud on or by the Company has been noticed or reported during the year, nor have I been informed of such case bythe management.

CA. ANIL KUMAR

(Chartered Accountant)

M. No. 86223



Place: New Delhi

Date: 21.05.2015

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Mar 31, 2014

I have audited the accompanying financial statements of SUNSHINE CAPITAL LIMITED 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, other explanatory information together with notes to account thereon.

Management's Responsibility for the Financial Statements

The Company's 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 inflows of the Company in accordance with the Accounting Standards notified under 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 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

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that I 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Noto No. A, regarding non provision of diminution in value of Won- Current Investments amounting to f 12.06 Crore (Previous year NIL) by virtue of which Profit of the company has boon overstated by Rs. 12.06 Crore (Previous year NIL), give the information required by the Act in the manner so required end 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

(e) In the case of cash flow statement of the cash outflows for the year ended on that date;

Report on other Legal and Regulator* 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, I give in the annexure 'I' a statement on the matters specified In paragraphs 4 and S of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008, t give in Annexure 'II', a statement on the matters specified in paragraph 3 8 4 of the said directions.

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

a) I have obtained all the information and explanations which to the best of my Knowledge and belief were necessary for the purpose of my audit;

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

c) The Balance Sheet, Statement of Profit and Loss & cash flow statement dealt with by this report are in agreement with the books of account;

d) In my opinion, the Balance Sheet, Statement of Profit and Loss & cash flow statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of the Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

f) Since Vie Central Government has not Issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1656 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid no cess is due and payable by the Company.

AHNEXUREI TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SUNSHINE CAPITAL U KITED as at and for the year ended 31st March, 2014,1report that;

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed of any fixed assets during the year.

2. (a) The Stock-in-trade of share, securities & debentures etches been physically verified by the management at reasonable intervals during the year.

(b) In my opinion, the procedures of physical verification of such stock-in-trade 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 stock-in-trade and I have been given to understand by the management that no discrepancies were noticed on physical verification of such stock as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are net applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, Thus sub clauses (f) & (g} are not applicable to the company.

4 In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and for the sale of such stock-in-trade and services. Further, on the basis of my examination of books and records of the company and according to the information and explanations given to me, I have neither come across nor have been informed of any continuing failure to correct major weaknesses In the aforesaid internal control system.

5. (a) In my opinion and according to the information and explanations given to me, 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 mo, the transactions made in pursuance of contracts or arrangements entered In the register maintained under section 301 of Companies Act, t956 and exceeding the value of rupees five lacs in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered undar Section 58A and 58AA of the Companies Act, 1956.

7. The Company has an internal audit system commensurate with its size and the nature of its business, which needs to be further, strengthened.

8. I have been informed that maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanations given to me, there ts a pending tax demands of which information given below

ACT Appeal pending Assessment year Amount of demand Before (Rs.)

Income Tax ITAT 2008-09 35,33,80.053/- Act

10. The Company has no accumulated losses. The company has not Incurred cash tosses during the financial year covered by my audit, as well as in the immediately preceding financial year.

11. Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions of paragraph 4 (xl) of the order regarding default in repayment of dues to a financial Institution or bank or debenture holders diesel arise.

12. According to the information and explanations given to me, the Company has not granted loans and advances or the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

13 The Company is not a chit fund or Nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to me, the Company is trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. According to the information and explanations given to me, the Company has not given any guarantees for to and taken by others from a bank or financial institution.

16. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

17. Based on the information and Explanations given to me and on an overall examination of the Balance Sheet of the company as at 31st March, 2014,1 report that no funds raised on short- term basis have been used ro-rang-term investment by the Company.

18. During the year, the company has not made preferential allotment of shares to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the period covered Under audit

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to me, I report that no fraud on or by the Company has been noticed or reported during the year, nor have I been informed of such case by the management.

CA AWL KUMAR

(Chartered Accountant)

M.NO. 86223

Place: New Delhi

Date: 05.05.2014

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Mar 31, 2013

We have audited the accompanying financial statements of Sunshine Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 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 (3€J 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.

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 clue 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.

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2013;

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

c) In case of Cash Mow Statement, of the cash outflows for the year ended on

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 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, 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the

Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended] is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, and has been maintained Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management. Ainil Kumar

Place: Delhi (Chartered Accountants)

Date: 13.05.2013 Membership No.: 086223

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Mar 31, 2012

1. I have audited the attached Balance Sheet of M/s Sunshine Capital Limited as at 31st March, 2012 the Profit & Loss account and Cash Flow Statement of the company for the year ended on that date annexed there to. These Financial Statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 statement presentation. I believe that my audit provide a reasonable basis for my opinion.

3. As required by the companies (Auditor's reports) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956. I enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 the said order.

4. Further to my comments in the annexure referred to in paragraph (3) above, I report that:-

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

(b) In my opinion, the company as required by law has kept proper books of accounts so far as it appears from my examinations of those books.

(c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statements Account dealt with by this reports are in agreement with the Books of Accounts.

d) In my opinion The Balance sheet The Profit and loss Accounts and The Cash Flow statement dealt with by this reports comply with the accounting standards referred to in sub section (3C) of section 211 of the companies Act,1956.

(e) on the basis of written representation received from the directors as on 31st March, 2012 and taken on record by the board from being none of the directors is disqualified as on 31st march 2012 from (1) of section 274 appointed as a director in terms of clause (g) of sub sections (1) of the Companies Act, 1956.

(f) In my opinion and to the best of my information and according to the explanation given to me the said accounts read together with NOTES thereon give the information required by 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 Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

(ii) in the case of the Profit and Loss account, of the Profit of the company for the year ended on that date, and

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

1. IN RESPECT OF ITS FIXED ASSETS: -

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

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. As explained to us, no material discrepancies were noticed on such verification.

(c) In my 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 stock in trade i.e. stock of shares etc has been physically verified by the management at reasonable Intervals during the year.

(b) In my opinion, the procedures of physical verification of such stock in Trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) I have been given to understand by the management that no discrepancies were noticed on physical verification of such stocks as compared to book records.

(d) In my opinion the valuation of such Stock-In-Trade is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. LOAN TAKEN / GRANTED:

(a) The company had not given loan to a company / firm or other parties covered in the register maintained under section 301 of the companies Act, 1956. The company had not taken loan from directors covered in the register maintained under section 301 of the companies Act, 1956.

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

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

(d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the compan.es Act, 1956.

4 Having regard to the nature of the company's business and based on my scrutiny of the company's records and the information and explanations received by us, I report that he company's activities are purchase of inventories. In my opinion and according to the information and explanation received by us, there are adequate internal control procedures commensurate with the size of the company and the nature ot its business with regards to purchase of fixed assets. During the course of my audit, 1 have not observed any continuing failure to correct major weaknesses in internal controls with regard to purchase of fixed assets.

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, In my opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.


6 Based on my scrutiny of the company's records and according to the information and . explanations provided by the management, in my opinion, the company has not accepted any loans or deposits which are -deposits' within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposits) Rule, 1975.

7 In my opinion and according to the information and explanation given to us the company have an internal audit system commensurate with the size and nature of its business.

8 According to the information and explanations provided by the management the company is not engaged in production, processing, manufacturing or mining activities. Hence, L provisions'* section 209 (1) (d) do not apply to the company Hence ,n my opinion, no comment on maintenance of cost records under section 209 (1) (d) is required.

9 The According to the records of the company, the company is regular in depositing undisputed {) suture dues of Income Tax and cess with the appropriate authorities. The company is not governed by the provision of other statutory acts like ESI, PF, sales tax, etc.

(b) According to the information and explanations given, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax and cess which have not been deposited on account of any dispute.

10. Since the company does not have accumulated losses as on 31st March 2012, no comment under this clause is required.

11 According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31il March 2012.

Hence, in my opinion, the question of reporting on defaults in repairmen dues to financial institutions or banks or debentures does not arise.

12. Based on my examination of documents and records in my opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares debentures and other securities.

13. Since the company is neither a chit fund no,- a mutual benign society / nidhi, hence the requirements of miss clause do not apply to the company.

14. On the basis of my exemption granted under records in my opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities debentures and other investment and timely entries have been made in these records the shares securities debentures and other investments have been held by the company in its own name except to the extent of examination granted under section 49 of the Act.

15. According to the records of the company and ,he information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions. explanations given to the company has not issued any debenture.

16. According to the records of the company and information and explanations given to us, the company has not taken any terms loans and therefore reporting whether the loans were applied for the purpose for which they were obtained is not required. during the course of my audit.

17. According to the records of the company and information and explanation given to us, the company has not taken any terms loans and therefore reporting whether the loans were applied for the purpose for which they obtained is not required.

18. According to the records of the company and the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the records of the company and the information and explanations given to the company has not issued any debenture.

20. Based upon the audit procedures performed and information and explanation given by the management i report that no fraud on or by the company has been noticed or reported during the course of my audit.

ANIL KUMAR

(Chartered Accountants)

M. NO. 86223

Place: New Delhi

Date: 30.05.2012

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Mar 31, 2011

1. I have audited the attached Balance Sheet of M/s Sunshine Capital Limited as at 31st March, 2011 the Profit & Loss account and Cash Flow Statement of the company for the year ended on that annexed there to. These Financial Statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 principle used and significant statement presentation. I believe that my audit provide a reasonable basis for my opinion.

3. As required by the companies (Auditor's repots) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956. enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 the said order.

4. Further to my comments in the annexure referred to in paragraph (3) above, report that:-

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

(b) In my opinion, the company as required by law has kept proper books of accounts so far as it appears from my examinations of those books.

(c) The balance sheet and the profit and loss account dealt with by this repots are in agreement with the books of accounts.

(d) In my opinion, the balance sheet and the profit and loss accounts dealt with by this reports comply with the accounting standards referred to in sub section (3C) of section 211 of the companies Act, 1956.

(e) On the basis of written representation received from the directors, as on 31 March, 2011 and taken on record by the Board of Directors, I reports 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-sections (1) of section 274 of the Companies Act, 1956.

(f) In my opinion and to the best of my information and according to the explanation given to me, they said accounts read together with NOTES thereon, give the information required by 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 Balance Sheet, of the state of affairs of the company as at 31st March, 2011 and

(ii) In the case of the Profit and Loss account, of the Profit of the company for the year ended on that date.

Referred to paragraph 3 of my report of even date

l.(a) The Company has maintained proper records showing full particulars, including quantitative detail and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. As explained to us, no material discrepancies were noticed on such verification.

2 The stock in trade i.e. stock of shares etc has been physically verified by the management at reasonable Intervals during the year.

3. In my opinion, the procedures of physical verification of such stock in Trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

4. I have been given to understand by the management that no discrepancies were noticed on physical verification of such stocks as compared to book records.

5. In my opinion the valuation of such Stock-In-Trade is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

6 (a) The company had not given loan to a company firm or other parties covered in the register maintained under section 301 of the companies Act, 1956. The company had not taken loan from directors covered in the register maintained under section 301 of the :companies Act, 1956.

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

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

(d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

7. Having regard to the nature of the company's business and based on my scrutiny 01 new company's records and the information and explanations received by us, report that the company's activities are purchase of inventories. In my opinion and according to the information and explanation received by us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. During the course of my audit, have not observed any continuing failure to correct major weaknesses in internal controls with regard to purchase of fixed assets.

8. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, In my opinion that the transactions that need . to be entered into the register maintained under section 301 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 registers maintained under section 301 and exceeding the value of five lakh Rupees in respect of any party during the year have made at prices which are reasonable having regard to prevailing market prices at the relevant time.

9. Based on my scrutiny of the company's records and according to the information and explanations provided by the management, in my opinion, the company has not accepted any loans or deposits which are 'deposits' within the meaning of Rule 2 (b) of the , Companies (Acceptance of Deposits) Rule, 1975.

10. In my opinion and according to the information and explanation given to us the company does not have an internal audit system commensurate with the size and nature of its business.

11 According to the information and explanations provided by the management, the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provisions of section 209 (1) (d) do not apply to the company. Hence, in my opinion, no comment on maintenance of cost records under section 209 (1) (d) is required.

12 (a) According to the records of the company, the company is regular in depositing undisputed statutory dues of Income Tax and cess with the appropriate authorities. The company is not governed by the provision of other statutory acts like ESI, PF, sales tax, ect.

(b)According to the information and explanations given, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2010 for a period of more than six months from the date they became payable. (c) According to the records of the company, there are no dues of sales tax, income tax and cess which have not been deposited on account of any dispute.

13. Since the company does not have accumulated losses as on 31st March 2011, no comment under this clause is required.

14 According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March 2010. Hence, in my opinion, the question of reporting on defaults in repayment of

dues to financial institutions or banks or debentures does not arise. 15. Based on my examination of documents and records in my opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

16. Since the company is neither a chit fund nor a mutual benefit society / nidhi, hence the requirements of this clause do not apply to the company,

17. On the basis of my examination of the company's records, in my opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debentures and other investment and timely entries have been made in these records. The shares, securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

18. According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions.

19. According to the records of the company and information and explanations given to us, the company has not taken any terms loans and, therefore, reporting whether the loans were applied for the purpose for which they were obtained, is not required.

20. According to the records of the company and information and explanations given to us, the company has not raised funds on short-term or long-term basis and, therefore, reporting on their utilization, is not required.

21 According to the records of the company and the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

22. According to the records of the company and the information and explanations given to the company has not issued any debenture.

23 Based upon the audit procedures performed and information and explanation given by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

ANIL KUMAR

CHARTERED ACCOUNTANT

M. NO. 86223

Place: New Delhi

Date : 26.05.2011