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Auditor Report of Synergy Bizcon Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Synergy Bizcon Limited (Formerly known as "Synergy Infrastructures Limited") ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and a summary of the 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.

Auditor's 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 have 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 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 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.

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 31st March, 2015, and its profit and its cash flows for the period 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, we give in the Annexure a statement on the matters specified in the paragraph 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 purposes of our audit.

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

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 the written representations received from the directors as on 31st March, 2015 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 our opinion and to the best of our information and according to the explanations given to us:

i. There was no pending litigations which could impact financial position in its financial statements;

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 INDEPENDENT AUDITORS' REPORT

(The Annexure referred to in paragraph 1 under "Report on other Legal and Regulatory Requirements" Section of our report of even Date)

In terms of the information and explanations given to us and books and records examined by us in the normal course of audit and to the best of our knowledge we state that:

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the fixed assets have been physically verified by the management during the period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As per information and explanations given to us, no material discrepancies were noticed.

2. a. The inventories have been physical verified during the period under consideration 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 inventory followed by the management were reasonable and adequate in relation to the size of the company & nature of its business.

c. The company has maintained proper records of inventory. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

3. a. The Company had not granted any secured or unsecured loan to any Companies,firms or other parties covered in register maintained under Section 189 of the Companies Act, 2013. Hence sub clause (b) to (c) is not applicable to the company.

4. In our opinion and according to information and explanation given to us there are adequate internal control systems commensurate with the size of the company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

5. According to information and explanations given to us, the company has not accepted any deposits from public during the period in accordance with provision of sections 73 to 76 of the Companies Act, 2013 and the rules made there under hence clause not applicable to the Company.

6. We are informed that the Central Government has not prescribed maintenance of cost records U/s 148(1) of the Companies Act, 2013 for the products traded and other activities carried by the Company.

7. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the period by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

b. According to records of the company examined by us and the information & explanations given to us, there are no dues of sales tax, income tax, custom duty, entry tax, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

c. According to the information and explanations given to us the Company does not have any amount outstanding which required 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 there under.

8. The Company has accumulated losses of Rs. 9.17 lacs at the end of the financial year and incurred cash losses of Rs. 4.47lacs in the current period and Rs. 123.56 lacs in immediately preceding financial period and accumulated losses does not exceed 50% net worth of the company.

9. The Company has not taken any borrowings from banks, financial institutions or by way of debentures. Accordingly, the provisions of clause 3(9) of the Order are not applicable to the Company.

10. According to the information and explanations given to us and the records of the Company examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 3(10) of the Order are not applicable to the Company.

11. The Company has not taken any term loans during the period. Accordingly the provisions of clause 3(11) of the Order are not applicable to the Company.

12. During the course of our examination of books & records of the company carried out in accordance with the generally accepted auditing practice in India, we have neither come across any instance of fraud on or by company, noticed or reported during the period, nor we have been informed of such case by the management.

For Rajesh Shantilal Jain & Co.

Chartered Accountants

Firm's Registration No.: 012940C

CA. Rajesh K. Jain

Place: Indore Proprietor

Date: 30.05.2015 M. No. 071697


Jun 30, 2014

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of SYNERGY BIZCON LIMITED (the Company), which comprise the Balance Sheet as at June 30th, 2014, the Statement of Profit and Loss and Cash Flow Statement for the period 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 preparation of these financial statements that give a true and fair view of the financial position, financial performance 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.

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 misstatement.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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 June 30th, 2014;

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

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the period ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. The company is private limited and 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 account as required by law have been kept by the Company so far as appears from our examination of those books.

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

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards notified under 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.

e. On the basis of the written representations received from the directors as on June 30th, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on June 30th, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

(Referred to in paragraph 1 of our report of even date on accounts for the period ended 30th June, 2014 of Synergy Bizcon Ltd.)

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

(b) All the fixed assets have been physically verified by the management during the period. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the company has not disposed off any substantial part of fixed assets during the period.

(ii) In Respect of Stock:

(a) The Company has carried out physical verification at reasonable interval commensurate to its size and nature of business and no discrepancy has been found.

(b) In our opinion and according to the explanation given to us, the procedure of physical verification of the inventories followed by the management is reasonable and adequate in relation to the size of Company and nature of business.

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

(iii) (a) The Company has not granted loans in the ordinary course of business to Company/parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) Since no loans have been given by the Company the clause (iii)(b) is not applicable to the Company.

(c) Since no loans have been given by the Company the clause (iii)(c) is not applicable to the Company.

(d) Since no loans have been given by the Company the clause (iii)(d) is not applicable to the Company.

(e) The Company has not taken unsecured loan from any parties covered in the register maintained under section 301 of the companies act, 1956.

(f) Since no loans have been given by the company the clause (iii) (f) & (g) is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchases of fixed assets and for sale of goods are commensurate with the size of the company and the nature of its business. 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, there are no contracts or arrangements referred to in section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, there are no transactions aggregating during the period above Rs.500, 000/- or more in respect of each party.

(vi) According to the information and explanations given to us the company has not accepted any deposits under section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) The Company has internal audit system commensurate with the size of the company and nature of its business.

(viii) To the best of our knowledge the Central Government has not prescribed the maintenance of cost records by the company under section 209 (1)(d) of the Companies Act, 1956.

(ix) According to the information & explanation given to us and records of the company examined by us:

(a) According to the records of the company examined by us and the information & explanations given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Sales Tax cess and other statutory dues applicable to it. No undisputed amount payable as at 30th June 2014 for a period of more than 6 month from the date they became payable

(b) According to records of the company examined by us and the information & explanations given to us, there are no statutory dues which have not been deposited on account of dispute.

(x) The Company has accumulated loss of Rs.4.09 Lacs at the end of the financial period but does not exceed 50% of net worth of the company. Company has incurred cash loss of Rs. 123.71 Lacs in the current period but no loss in immediately preceding financial year.

(xi) According to the information and explanations given to us, company has not taken any loan from bank or financial institution or debenture holders, hence given clause not applicable to company.

(xii) According to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(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) Based on our examination of record and the information & explanations given to us, the company is dealing in shares during the year and in our opinion proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the securities & shares are held by the company in its own name.

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

(xvi) According to the information & explanations given to us and on the basis of an overall examination of balance sheet of the company, in our opinion no funds raised by company on short term basis, have been used for long term investments.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no short-term funds have been used for long-term purposes.

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

(xix) According to the information and explanations given to us, during the period covered by our audit report the company has not issued debentures.

(xx) According to the information and explanations given to us, during the period covered by our audit report the company has not raised any money by public issues

(xxi) According to the information and explanations given to us, no fraud has been committed by or against the company during the period under audit.

For RAJESH SHANTILAL JAIN & CO. Chartered Accountants FRN.012940C

Place: Indore Dr. R.K.S. Jain Date : 28-08-2014 Proprietor M No.071697


Sep 30, 2013

We have audited the accompanying financial statements of Synergy Bizcon Limited (formerly known as Synergy Infrastructures Limited), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 . 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 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.

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 Account, of the profit for the year ended on that date; and

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

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.

(Referred to in paragraph 1 of our report of even date on the accounts for the year ended 30th September 2013 of Synergy Bizcon Limited (formerly known as Synergy Infrastructures Limited)

i. In the respect of fixed assets :

During the year company does not maintain any fixed asset.

ii. (a) The inventory of the company has been physically verified by the management during the year. 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 inventory followed by the management are reasonable & adequate, in relation to the size of the company & nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper record of inventory and as explain to us, the discrepancies notice on physical verification of inventory, as compare to book records were not material and have been properly dealt with in the books of accounts.

iii. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clause "a,b,c,d,e,f and g" is not applicable to the company.

iv. In our opinion and according to information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company & nature of its business with regard to the purchase of inventory & fixed assets & for the sale of goods and services. Further on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither across nor have been informed of any instances of major weakness in the aforesaid internal control procedures.

v. (a) Based on audit procedures applied by us, to the best of our knowledge & belief and according to the information & explanations given to us. We are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information & explanations given to us, transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

vi. According to the information & explanations given to us, the company has not accepted deposit from public which attracts the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA & rules framed there under. No order has been passed by the Company Law Board for the same.

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

viii. As informed to us and in our opinion the maintenance of cost records has not been prescribed by the Central Government U/s 209(1) (d) of the Companies Act, 1956 for any product of the company.

ix. (a) According to the records of the company examined by us and the information & explanations given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it. No undisputed amount payable as at 30th September 2013 for a period of more than 6 month from the date they became payable.

(b) According to records of the company examined by us and the information & explanations given to us, there are no dues of sales tax, income tax, custom duty, entry tax, wealth tax, excise duty and Cess which have not been deposited on account of any dispute.

x. The company does not have accumulated losses & the company has not incurred any cash losses during the financial year covered by our audit.

xi. Based on our audit procedure & on the basis of information & explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to the bank during the year.

xii. The company has not granted any loans & advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii. In our opinion and according to the information & explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / society.

xiv. Based on our examination of record and the information & explanations given to us, the company has dealt / traded in share and other securities during the year.

xv. According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions during the year.

xvi. According to the records of the company, examined by us and the information & explanations given to us, company does not have any term loan.

xvii. According to the information & explanations given to us and on the basis of an overall examination of the balance sheet of the company, we report that no fund raised by the company on short term basis used for long term uses.

xviii. During the year company has not made preferential allotment to parties covered under Section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.

xx. The company has not raised any money through public issue during the year.

xxi. During the course of our examination of books & records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by management.

For & Behalf of Rajesh Shantilal Jain & Co. CHARTERED ACCOUNTANTS (Firm Registration No. 012940C)

Dr. R.K.S. Jain Place: Indore (Proprietor) Dated: 29-11-2013 (Membership No. 071697)


Sep 30, 2012

Report on the Financial Statements

We have audited the accompanying financial statements of Synergy Infrastructure Limited , which comprise the Balance Sheet as at 30st September, 2012, the Statement of Profit and Loss for the period ended , Cash Flow Statement as at 30st September 2012 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by 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 statement. An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends 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 procedure 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 evidences 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 explanation given to us, the financial statements give the information 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 case of the Balance Sheet, of the state of affairs of the Company as at 30th September,2012;

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

(c) In case of Cash Flow Statement of the Company as at 30th September, 2012

Report on other Legal and Regulatory Requirement

1. As required by Companies (Auditor'' 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 matter specified in paragraph 4 and 5 of the Order.

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

a. We have obtain all 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 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 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 September 30th,2012 and taken on record by the Board of Directors, none of the directors is disqualified as on September 30th,2012, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 of our report of even date on the accounts for the year ended 30th September 2012 of Synergy Infrastructures Limited)

i. In the respect of fixed assets :

During the year company does not maintain any fixed asset.

ii. (a) The inventory of the company has been physically verified by the management during the year. 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 inventory followed by the management are reasonable & adequate, in relation to the size of the company & nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper record of inventory and as explain to us, the discrepancies notice on physical verification of inventory, as compare to book records were not material and have been properly dealt with in the books of accounts.

iii. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clause "a,b,c,d,e,f and g" is not applicable to the company.

iv. In our opinion and according to information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company & nature of its business with regard to the purchase of inventory & fixed assets & for the sale of goods and services. Further on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither across nor have been informed of any instances of major weakness in the aforesaid internal control procedures.

v. (a) Based on audit procedures applied by us, to the best of our knowledge & belief and according to the information & explanations given to us. We are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information & explanations given to us, transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

vi. According to the information & explanations given to us, the company has not accepted deposit from public which attracts the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA & rules framed there under. No order has been passed by the Company Law Board for the same.

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

viii. As informed to us and in our opinion the maintenance of cost records has not been prescribed by the Central Government U/s 209(1) (d) of the Companies Act, 1956 for any product of the company.

ix. (a) According to the records of the company examined by us and the information & explanations given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it. No undisputed amount payable as at 30th September 2012 for a period of more than 6 month from the date they became payable.

(b) According to records of the company examined by us and the information & explanations given to us, there are no dues of sales tax, income tax, custom duty, entry tax, wealth tax, excise duty and Cess which have not been deposited on account of any dispute.

x. The company does not have accumulated losses & the company has incurred cash losses during the financial year covered by our audit.

xi. Based on our audit procedure & on the basis of information & explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to the bank during the year.

xii. The company has not granted any loans & advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii. In our opinion and according to the information & explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / society.

xiv. Based on our examination of record and the information & explanations given to us, the company has dealt / traded in share and other securities during the year.

xv. According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions during the year.

xvi. According to the records of the company, examined by us and the information & explanations given to us, company does not have any term loan.

xvii. According to the information & explanations given to us and on the basis of an overall examination of the balance sheet of the company, we report that no fund raised by the company on short term basis used for long term uses.

xviii. During the year company has not made preferential allotment to parties covered under Section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.

xx. The company has not raised any money through public issue during the year.

xxi. During the course of our examination of books & records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by management.

For & Behalf of Rajesh Shantilal Jain & Co. CHARTERED ACCOUNTANTS (Firm Registration No. 012940C)

Rajesh Jain Place : Indore (Proprietor) Dated: 30-10-2012 (Membership No. 071697)


Sep 30, 2011

1. We have audited the attached Balance Sheet of SYNERGY INFRASTRUCTURES LIMITED as at 30th September, 2011 and also the profit and loss account 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 the reasonable basis for our opinion

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

4. Further to our comments in the Annexure referred to above, we report that: -

(a) We have obtained all the information and explanation 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 it appears from our examination of those books;

(c) The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report 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 representations received from the directors, as on 31st March, 2006 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September,2011 from being appointed as director in terms of clause (g) of Section 274(1) 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 account read together with notes there on give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India: -

i.) In case of Balance Sheet, of the state of affairs of the company as at 30th September 2011;

ii.) In the case of the Profit & Loss Account, of the Profit for the year ended 30th September 2011.

Referred to in paragraph 1 of our report of even date.

On the basis of such checks as considered appropriate and in terms of the information explanations given to us, we state as under: -

(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 programme of verification which, in our opinion, is reasonable having regard to 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 any substantial part of Fixed Assets.

(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) On the basis of our examination of the records of inventory, we are of the opinion that 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) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

In view of what has been stated above, clause (iii)(b) regarding terms and conditions of such loans, clause (iii)(c) regarding payment of principal amount and interest and clause (iii)(d) regarding stems for recovery of overdue amount of Para 4 of the Order are not applicable to the Company for the year.

(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 for the purchase of inventory and fixed assets and for sale of goods.

(v) Based on the audit procedures applied by us and according to information and explanations provided by the Management, we are of the opinion that the Company has not entered into any transactions during the year, which need to be entered into the register maintained under Section 301 of the company Act, 1956.

In view of what has been stated above, clause (V) (b) regarding reasonability of price of such transactions is not applicable.

(vi) During the year under review, the Company has not accepted any deposits from public.

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

(viii) Cost audit rules are not applicable to company as per Section 209(1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Sales Tax and other statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax were outstanding, as at 30th September 2011 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of income tax, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Society are not applicable to the Company.

(xiv) The Company has maintained proper records of the transactions & contracts and has made timely entries in the records. The company has held shares, securities, in its own name except to the extent of exemption granted u/s 49 of the Act.

(xv) According to the information and explanations given to us and records made available to us. The company has not given any guarantee for loans to others.

(xvi) The term loans have been applied for the purposes 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 no funds raised on short-term basis have been used for long investment by the Company.

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

(xix) During the period covered by our audit report, the Company has not issued any debentures requiring report under this clause.

(xx) The company has not raised any money by way public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxi) Based upon the audit procedures preformed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For RAJESH SHANTILAL JAIN & COMPANY CHARTERED ACCOUNTANTS

RAJESH JAIN (PROPRIETOR)

DATE : 30.10.2011 PLACE: INDORE

 
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