Auditor Report of Superspace Infrastructure Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ''SURABHI CHEMICALS AND INVESTMENTS LIMITED'' ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the statement of Profit & Loss Account and the Cash flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the accounting Standards notified under the Companies Act, 1956 read with the General Circular 08/2014 dated 04th April 2014, issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 financial statements give the information required by the Companies Act,1956("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow statement, of the cash flow for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

c) That 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, the 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 Companies, Act 1956 read with the General Circular 08/2014 dated 04th April 2014, issued by the Ministry of Corporate Affairs.

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

ANNEXURE TO THE AUDITORS'' REPORT (REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF SURABHI CHEMICALS AND INVESTMENTS LIMITED AS AT AND FOR THE YEAR ENDED 31st MARCH, 2014)

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

B The fixed assets have been physically verified by the Management during the year and no material discrepancies were identified on such verification.

C There was no substantial disposal of Fixed assets during the year.

2 In our opinion and according to the information and explanation given to us, since, the company does not hold any inventories, the provisions of clause (2) (i),(ii) and (iii) are not applicable.

3 A According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the order are not applicable to the company and hence not commented upon.

B According to the information and explanations given to us, the company has not taken loans, secured or unsecured from companies firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

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

5 A In respect of the contract or arrangements referred to in Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

6 The Company has not accepted deposits from public within the purview of section 58-A or Section 58-AA of the Companies Act, 1956

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

8 To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Services rendered by the company.

9 According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted or accrued in the books of accounts in respect of undisputed statutory dues including provident fund, Income Tax, Service Tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of Employees State Insurance, Wealth Tax, Cess and Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, service tax and material statutory dues in arrears, as at 31st March, 2014 for a period of more than six months from the date on which they become payables due.

10 The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11 The company did not have outstanding dues in respect of financial institution, bank or debenture holders during the year.

12 According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basic of security by way of pledge of shares, debentures, and other securities.

13 In our opinion, the company is not a chit fund or nidhi/mutual benefit fund/ Society. Accordingly, the provisions of clause 4(xiii) of the order are not applicable to the company and hence not commented upon.

14 The Company has is not dealing in shares, securities, debentures and other investments and as such this clause is not applicable.

15 According to the information and explanations given to us, the Company has not given guarantee for loan taken by others from banks or financial institutions.

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

17 According to the information and explanations given to us, and on the basis of 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 term investment.

18 The company has not made preferential allotment of shares during the year to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The company does not have any outstanding debentures during the year.

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

21 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Ramanand & Associates Chartered Accountants FRN : 117776W

CA Ramanand Gupta Partner Membership No. 103975

Place : Mumbai Date : May 30, 2014

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Mar 31, 2010

(1) We have audited the attached Balance Sheet of SURBHI CHEMICALS AND INVESTMENT LIMITED as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

(2) We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified, in Paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement 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 the written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us and together with the notes appended, the said accounts give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

(ii) in the case of the Profit and Loss Account, of the PROFIT of the Company for the year ended on that date.

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





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ANNEXURE TO THE AUDITORS REPORT:



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT TO THE MEMBERS ON THE ACCOUNTS OF SURABHI CHEMICALS AND INVESTMENTS LIMITED FOR THE YEAR ENDED ON 315T MARCH. 2010:

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

2. The company had no inventory during the year under review. Accordingly, the provisions of the clauses 4(ii)(a), (b) and (c) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

3. (a) The company has not taken any unsecured loan from other firm /

companies and persons covered in the register maintained under section 301 of the Companies Act, 1956. The company has not granted loans to firm and persons covered under register maintained section 301 of the companies Act. There are no companies covered under the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans.

(b) The company has not granted loans to firm and persons covered under register maintained under section 301 of the Companies Act,1956.

(c) The company has not granted any Loan and therefore the question of repayment does not arise.

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

4. 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 nature of its business with regard to the purchase 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.

5. (a) According to the information and explanations given to us, we are of the

opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to. us, the transactions made in pursuance of contracts or. arrangements

entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed the maintenance of the cost records under section 209 (1) (d) of the Companies Act, 1956 for any products manufactured by the company.

9. (a) The company is regular in depositing with appropriate authorities

undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The company does not have accumulated losses as at the year-end. The company has not incurred any cash losses during the financial year covered under audit. The company had incurred cash losses Rs.47093/- in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions. The company has no dues to debenture holders.

12. 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.

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

14. The company has maintained proper records of transactions and contracts of dealing in shares, securities, debentures and other investments and timely entries have been made in it. The shares and securities have been held by the company in its own name and in the name of Paami Textile and investments ltd which has been amalgamated from 26/12/2008.

15. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The company has not taken any term loans during the year.

17. 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 the long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. According to the information and explanations given to us, the company has not made preferential allotment of the shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. However the company has allotted 1,73,100 shares to shares holders of its Subsidiary Company Paami Textiles and Investments Ltd as the same has been amalgamated with Surbhi Chemicals and Investments Ltd. with effect from 26/12/2008.

19. According to the information and explanations given to us, during the period covered by our audit report the company has not issued any debentures and therefore clause (xix) of the said Order is not applicable to the company.

20. The company has not raised monies by public issues and therefore clause (xx) of the said Order is not applicable to the company.

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

FOR HIREN M. DIWAN & COMPANY

Chartered Accountants

PLACE: SURAT

(TEJAS M. DESAI)

DATE : 01/09/2010 PARTNER

Membership No. 113760

Firm Reg. No. 303691W