Auditor Report of Equilateral Enterprises Ltd.

Mar 31, 2025

EQUILATERAL ENTERPRISES LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of EQUILATERAL ENTERPRISES LIMITED (the “Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “Financial Statements”).

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 Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IndAS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the Loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Management''s Responsibilities for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Undersection143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii)to evaluate the effect of any identified misstatements in the Financial Statements.

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

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

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

Emphasis of Matter

We draw the attention towards the followings

We bring to the attention of the users that the audit of the financial statements has been performed On the basis of data provided by the management. in the aforesaid conditions.

Creditors, Debtor, Loans and advances are subject to confirmations from the respective parties.

Our opinion is not qualified in respect of the above.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, 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, the statement of cash flows and the statement of changes in equity 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 relevant rule issued thereunder;

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

F. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B”; 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 our opinion and to the best of our information and according to the explanations given to us:

i. the Company has not disclosed the impact of pending litigations on its financial position in its financial statements;

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

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

iv. The Company has neither declared nor paid any dividend during the year. Therefore, Rule 11(f) with regards to compliance with section 123 of the Companies Act, 2013 is not applicable to the company for the report as on the date.

v. The Company has used such an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

For S S R V and Associates

Chartered Accountants

Firm Registration No.: 135901W

Sd/-

CA Vishnu Kant Kabra

Partner

Membership No.: 403437 Place: Mumbai Date: 30^th May, 2025 UDIN: 25403437BMIOSM5748

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Equilateral Enterprises Limited (Formerly
known as Surya Industrial Corporation Limited) (the “Company”), which comprise the Balance Sheet as at 31^st
March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows ended on that date, and a summary of significant accounting policies and
other explanatory information (hereinafter referred to as the “standalone financial statements”).

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

Basis for Opinion

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

Other Information

The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the standalone financial statements and our auditor’s
report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report. Our
opinion on the standalone financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance.

Management’s Responsibilities for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134 (5) of the Act with respect to
the preparation of these standalone financial statements that give a true and fair view of the financial position,
financial performance, including other comprehensive income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India. 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
standalone financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Undersection143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and
the operating effectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope
of our audit work and in evaluating the results of our work; and (ii)to evaluate the effect of any identified misstatements
in the standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions
of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules 2014, as amended in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company does not have any pending litigations, which would impact its financial position.

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

iii. There has been no delay in transfer ring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company and its subsidiary companies incorporated in
India.

iv. a. The management has represented that, to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or securities premium
or any other sources or kind of funds) by the Company to or in any persons or entities,
including foreign entities (‘the intermediaries’), with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds
have been received by the Company from any persons or entities including foreign entities
(‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise,
that the Company shall, whether directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate
Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
management representations under sub-clauses (a) and (b) above contain any material
misstatement.

v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use
accounting software for maintaining their books of account, to use such an accounting software
which has a feature of audit trail, with effect from the financial year beginning on 1 April, 2023 and
accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as
amended) is not applicable for the current financial year.

2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government
in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in
paragraphs 3 and 4 of the Order.

For S S R V & Associates

Chartered Accountants
Firm Reg. No.: 135901W

Vishnu Kant Kabra

Partner

Place: Mumbai Membership No.: 403437

Date: 24^th August, 2024 UDIN: 24403437BKAKEF7758

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Mar 31, 2015

We have audited the accompanying financial statements of SURYA INDUSTRIAL CORPORATION LIMITED, which comprise the Balance Sheet as at 31 March 2015, 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.

As required by the Companies (Auditor's Report) Order 2015 issued by Government of India in terms of Section 143(11) of the Companies Act, 2 013, we enclose herewith in annexure

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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:

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

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

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 as- sessment 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 true and fair view 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 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;

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

Report on other Legal and Regulatory Requirements:

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

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 appears from our examination of those books.

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

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

e) On the basis of written representations received from the directors as on 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 included in the Auditor's Report and to our best of our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial position;

II. The Company did not have any long term contacts including derivative contacts for which there were any material foreseeable losses.

III. There were no amount which 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 our Independent Auditors' Report to the members of SURYA INDUSTRIAL CORPORATION LIMITED for the year ended 31st March 2015, we report that:

i. (a) & (b) As the Company does not have any Fixed Asset, the relevant para is not applicable.

ii. The physical verification of the inventories has been conducted at reasonable interval by the management.

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;

The company has maintained proper records of inventory and no material discrepancies were noticed on such physical verification and the same have been properly dealt with in the books of accounts.

iii. (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods. The activities of the Company do involve purchase and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v. The Company has not accepted any deposits from the public.

vi. We are informed that maintenance of cost records has not been prescribed by the Central Government U/s 148 of the Act.

vii. (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 accounts 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 year by the Company with the appropriate authorities.

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 the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act, 2013 and rules made there under.

viii. In our Opinion, the Accumulated Losses of the Company as on 31st March, 2015 are not more than 50 % of its Net Worth. The company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses in the immediately preceding financial year.

ix. The Company did not have any outstanding dues to the financial institutions, banks or Debenture holders during the year.

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

xi. The Company did not have any term loans outstanding during the year.

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

For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W

Sd/- (CA. Arpan Chudgar) Proprietor M. No. 131876 Place: Ahmedabad Date: 29.05.2015

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Mar 31, 2014

We have audited the accompanying financial statement of Messrs Surya Industrial Corporation Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the period (from 01.07.2013 to 31.03.2014) and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan 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 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 consider the 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 the 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 over audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by in the manner so requires and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014:

(b) In the case of the statement of Profit and Loss, of the Loss of the Company for the period from 01.07.2013 to 31.03.2014, and

(c) In the case of the Cash Flow Statement, of the flows of the Company from 01.07.2014 to 31.03.2014.

Report on Other Legal and Regulatory Requirements

1. As requires by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section of (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) I 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

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

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

ANNEXURE TO AUDITOR''S REPORT OF SURYA INDUSTRIAL CORPORATION LIMITED ON THE ACCOUNTS MADE UPTO 31ST MARCH, 2014

With reference to paragraph 1 under the heading of ''Report on Other Legal And Regulatory Requirements'' of our report of even date on the accounts for the period ended on 31st March, 2014, we report as under-

(i) The company was not having any fixed assets during the period under audit, Accordingly, Para 4(i) of the Order is not applicable.

(ii) The Company was not having Inventories during the period under audit. Accordingly, Para 4(ii) of the Order is not applicable.

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register maintain under section 301 of the Companies Act, 1956. There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted Advances/Loans. The maximum amount involved during the year was Rs.81.68 lacs and the yearend balance of Advances/Loans granted to such parties was Rs.2.00 lacs only.

(b) In our opinion, the rate of interest and other terms and conditions on which Advance/Loans have been given to parties listed in the registers maintained under section 301 of the Companied Act, 1956 are not, prima facie, prejudicial to the interest on the company.

(c) The parties have repaid the principle amount as stipulated and have been regular in payment of Interest.

(d) N.A. being no overdue amount.

(iv) In our opinion and accordance to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) ''According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintain under section 301 the Act have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintain under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect to any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and the rules framed thereunder.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act of any product of the company.

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us there was no undisputed and disputed arrears of outstanding statutory dues as at 31.03.2014 for a period of more than six months from date they became payable.

(x) In our opinion, the accumulated losses of the company as at 31.03.2014 are more than 50% of its Net Worth. The company has incurred cash losses during the financial year covered by our audit but not in the immediately preceding financial year.

(xi) There are no dues of financial institutions, banks or debenture holders.

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

(xiii) The company is not a chit fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2004 are not applicable to the company.

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

(xv) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others.

(xvi) No term loans have been taken for any purpose during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) 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.

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money by public issues during the year.

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

For KKJ & ASSOCIATES Chartered Accountants Firm''s Registration No. 002230C

Sd/- (CA. K.K.JAIN) Place : Meerut M. No. 7128 Date : 16th May, 2014 PARTNER

---

Jun 30, 2013

1. We have audited the attached Balance Sheet of Messrs Surya Industrial Corporation Limited as at 30th June, 2013 and also Statement of Profit and Loss of the company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the company`s management. Our responsibility is to express 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, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the ''Act''), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the company.

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

i) We have obtained all the information & explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books;

iii) The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, Statement of Profit and Loss and Balance Sheet dealt with by this report comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act, 1956;

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2013 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Statement of Profit & Loss read together with and subject to the notes forming part of accounts appearing thereon specially Note No.(3) thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in the 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 30th June, 2013 and

b) in the case of Statement of profit & loss of the Profit of the company for the year ended on that date.

c) in the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR''S REPORT OF SURYA INDUSTRIAL CORPORATION LIMITED ON

THE ACCOUNTS MADE UPTO 30TH JUNE, 2013

With reference to paragraph 3 of our report of even date on the accounts for the year ended on 30th June, 2013, we report 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 been physically verified by the management during the year. No material discrepan- cies were noticed on such verification as compared to the book records. In our opinion frequency of verification is reasonable.

(c) During the year, the company has disposed off substantial part of fixed assets, but as per information''s and explanations given by management going concern status of the company is not affected.

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

(b) In our opinion the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register main- tained under section 301 of the Companies Act, 1956. There are three parties covered in the register maintained under section 301 of the Companies Act 1956 to which the company has granted Advances/ Loans. The maximum amount involved during the year was Rs.199.56 lacs and the year end balance of Advances/Loans granted to such parties was Rs.81.68 lacs.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The parties have repaid the principle amount as stipulated and have been regular in payment of Interest.

(d) N.A. being no overdue amount

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and the rules framed thereunder .

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act of any product of the company.

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us there was no undisputed and disputed arrears of out- standing statutory dues as at 30.06.2013 for a period of more than six months from date they became payable except the following :

Service Tax : Rs.113200.00 (undisputed)

(x) In our opinion, the accumulated losses of the company as at 30.06.13 are more than 50% of its Net Worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The company has repaid all dues of UPFC & PICUP under OTS.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, deben- tures and other securities.

(xiii) The company is not a chit fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments, Accord- ingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others.

(xvi) No term loans have been taken for any purpose during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term invest- ment. No long-term funds have been used to finance short-term assets except permanent working capital.

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

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money by public issues during the year.

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

For KKJ & ASSOCIATES

Chartered Accountants

Date : 26-08-2013 Sd/-

Place : Meerut (U.P.) (CA. K.K. JAIN)

Partner

M.No.71281

---

Jun 30, 2012

1. We have audited the attached Balance Sheet of Messrs Surya Industrial Corporation Limited as at 30th June, 2012 and also Statement of Profit and Loss of the company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the company''s management. Our responsibility is to express 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, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the ''Act''), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the company.

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

i) We have obtained all the information & explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books;

iii) The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, Statement of Profit and Loss and Balance Sheet dealt with by this report comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act, 1956;

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Statement of Profit & Loss read together with and subject to the notes forming part of accounts appearing thereon specially Note No.(3) thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in the 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 30th June, 2012 and

b) in the case of Statement of profit & loss of the Profit of the company for the year ended on that date.

c) in the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR''S REPORT OF SURYA INDUSTRIAL CORPORATION LIMITED ON THE ACCOUNTS MADE UPTO 30TH JUNE, 2012

With reference to paragraph 3 of our report of even date on the accounts for the year ended on 30th June, 2012, we report 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 been physically verified by the management during the year. No material discrepan- cies were noticed on such verification as compared to the book records. In our opinion frequency of verification is reasonable.

(c) During the year, the company has not disposed of substantial part of fixed assets, hence going concern status of the company is not effected.

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

(b) In our opinion the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are three parties covered in the register maintained under section 301 of the Companies Act 1956 to which the company has granted Advances/Loans. The maximum amount involved during the year was Rs.191.19 lacs and the year end balance of Advances/Loans granted to such parties was Rs.169.02 lacs.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) N.A.being no repayment

(d) N.A. being no overdue amount

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and the rules framed thereunder .

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act of any product of the company.

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us we are submitting in a statement attached to this annex- ure extent of undisputed and disputed arrears of outstanding statutory dues as at 30.06.2012 for a period of more than six months from date they became payable and also in case of dispute, then the amounts involved and the forum where dispute is pending.

(x) In our opinion, the accumulated losses of the company as at 30.06.12 are more than 50% of its Net Worth. The company has not incurred cash losses during the financial year covered by our audit and in the imme- diately preceding financial year.

(xi) The company has defaulted in the repayment of dues to UPFC & PICUP, the particulars of which are submit- ted in the attached statement.

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

(xiii) The company is not a chit fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments, Accord- ingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others.

(xvi) No term loans have been taken for any purpose during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term invest- ment. No long-term funds have been used to finance short-term assets except permanent working capital.

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

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money by public issues during the year.

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

STATEMENT OF POINT {(IXb)} & (XI) OF ANNEXURE TO AUDITOR REPORT OF SURYA INDUSTRIAL CORPORATION LIMITED ON THE ACCOUNTS MADE UPTO 30th JUNE, 2012

A. UNDISPUTED DUES

Central Sales Tax Rs. 7217.50

EPF Rs. 39423.0

Trade Tax Rs. 4188.27

B. DISPUTED DUES

Nature of Dues Period to which Amount Forum where the amount relates Disputes is pending

Sales Tax/Trade Tax 1994-1995 0.10 lacs Sales Tax Tribunal

Sales Tax/Trade Tax 1995-1996 0.95 lacs Sales Tax Tribunal

Sales Tax/Trade Tax 2000-2001 2.85 lacs Sales Tax Tribunal

Central Excise 1.65 lacs CESTAT

C. DEFAULT IN REPAYMENT OF LOANS

Name of the Bank/ Amount

Financial Institution (Rs. in Lacs)

UPFC 109.70(excluding intt.)

PICUP 196.37(excluding intt.)

Note : The above amount is inclusive of interest taken on estimate basis upto 30.03.2004 but does not include the amount of interest not accounted for.

For KKJ & ASSOCIATES

Chartered Accountants

Sd/-

(C.A. K. K. Jain)

Partner

M. No. - 71281

Place : Meerut

Date : 18.08.2012

---

Jun 30, 2011

1. We have audited the attached Balance Sheet of Messrs Surya Industrial Corporation Limited as at 30th June, 2011 and also the Profit and Loss Account of the company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express 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, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the 'Act'), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the company.

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

i) We have obtained all the information & explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books;

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, the Profit and Loss Account and Balance Sheet dealt with by this report comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act, 1956;

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2011 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account read together with and subject to the notes forming part of accounts appearing thereon specially Note No. (3) & (4) thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in the 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 30th June, 2011 and

b) in the case of the profit & loss account of the Profit / Loss of the company for the year ended on that date.

c) in the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT OF SURYA INDUSTRIAL CORPORATION LIMITED ON THE ACCOUNTS MADE UPTO 30TH JUNE, 2011

With reference to paragraph 3 of our report of even date on the accounts for the year ended on 30th June, 2011, we report 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 been physically verified by the management during the year. No material discrepancies were noticed on such verification as compared to the book records. In our opinion frequency of verification is reasonable.

(c) During the year, the company has not disposed of substantial part of fixed assets, hence going concern status of the company is not effected.

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

(b) In our opinion the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are three parties covered in the register maintained under section 301 of the Companies Act 1956 to which the company has granted loans. The maximum amount involved during the year was Rs.132.11 lacs and the year end balance of loans granted to such parties was Rs.132.11 lacs.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c ) N.A. being no repayment

(d) N.A. being no overdue amount

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and the rules framed there under.

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

(viii)The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act of any product of the company.

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us we are submitting in a statement attached to this annexure extent of undisputed and disputed arrears of outstanding statutory dues as at 30.06.2011 for a period of more than six months from date they became payable and also in case of dispute, then the amounts involved and the forum where dispute is pending.

(x) in our opinion, the accumulated losses of the company as at 30.06.11 are more than 50% of its Net Worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The company has defaulted in the repayment of dues to UPFC & PICUP, the particulars of which are submitted in the attached statement.

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

(xiii) The company is not a chit fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2004 are not applicable to the company.

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

(xv) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others.

(xvi) No term loans have been taken for any purpose during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) 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.

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money by public issues during the year.

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

For KKJ & ASSOCIATES

Chartered Accountants

Date : 29.08.2011 Sd/-

Place: Meerut (UP.) (CA. K.K. JAIN)

Partner

M.No.71281