Auditor Report of Synergy Cosmetics (Exim) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. SYNERGY COSMETICS (EXIM) LMITED, Ahmadabad 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.

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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 contracts including derivatives contracts for which there were any material foreseeable losses

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

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. The company does not have any inventory. Hence, clause (ii) (a), (b) & (c) are not applicable to the Company.

3. As per information and explanation given to us, the company has not granted loans to parties covered in the register maintained under section 189 of the Companies Act hence clause (iii) (a) & (b) are not applicable to the company.

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 the nature of its. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

6. As informed to us, Central government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, in respect of products of the company.

7. In respect of Statutory dues:

(a) As per information & according to explanation given to us, the company is generally regular in depositing statutory dues with the appropriate authorities during the year.

(b) As per information & according to explanation given to us, there are no cases of non deposit with the appropriate authorities of disputed dues of Income-tax, and any other statutory dues with the appropriate authorities during the year.

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

8. The accumulated losses at the end of the financial year are not more than 50% of its net worth and the Company has incurred cash losses of Rs. 168082/- during the financial year covered by the audit and also incurred losses in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, there are no loans taken from financial institution, banks or debenture-holders therefore the question of payments does not arise.

10. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or financial institutions.

11. The company has not raised any term loans during the year.

12. In our opinion and according to the information and explanations given to us, no material fraud on or by the company, has been noticed or reported, during the course of our audit.

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN: 018846N

PLACE: LUDHIANA

DATE: 29.05.2015 Sd/-

CA RAKESH PURI

PARTNER

M. No.: 092728

---

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of SYNERGY COSMETICS (EXIM) LIMITED {Formerly known as JYOTI COSMETICS (EXIM) LIMITED} (the Company), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

ii) in the case of the statement of profit and loss, of the profit for the year ended on that date;

iii) In the case of cash flow Statement, of the cash flows 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, as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c. the Balance Sheet, Statement of Profit and Loss 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 Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS’ REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members on accounts of the company for the year ended 31.03.2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

ii) The company does not have inventories during the year hence other sub clause not applicable

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

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

iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

vi) The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

vii) As per information & explanations given by the management, the Company does not have internal audit system commensurate with its size and the nature of its business.

viii) The Central government has not prescribed any maintenance of cost records for the Company''s product pursuant to Rules made under section 209 (1) (d) of the Companies Act, 1956.

ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

x) The accumulated losses at the end of the financial year are not more than 50% of its net worth and it has incurred cash losses of Rs 573668/- during the financial year under report but not incurred cash losses in the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

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

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

xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014 we report that no funds raised on short-term basis have been used for long-term investment by the Company.

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

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

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

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

For, Y. D. & Co CHARTERED ACCOUNTANTS FRN:018846N

PLACE: LUDHIANA DATE: 28.05.2014

CA RAKESH PURI PARTNER M. No.: 092728

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SYNERGY COSMETICS (EXIM) LIMITED (Formally known as JYOTI COSMETICS (EXIM) LIMITED) which comprise the Balance Sheet as at 31 March 2013 & the Statement of Profit and Loss and 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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

ii) in the case of the statement of profit and loss, of the profit for the year ended on that date;

iii) In the case of cash flow Statement, of the cash flows 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, as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet & Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Member of SYNERGY COSMETICS (EXIM) LIMITED (Formally known as JYOTI COSMETICS (EXIM) LIMITED)

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

ii) The company does not have inventories during the year hence other sub clause not applicable

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

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

iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

vi) The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

vii) As per information & explanations given by the management, the Company does not have internal audit system commensurate with its size and the nature of its business.

viii) The Central government has not prescribed any maintenance of cost records for the Company''s product pursuant to Rules made under section 209 (1) (d) of the Companies Act, 1956.

ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

x) The accumulated losses at the end of the financial year are not more than 50% of its net worth and it has incurred cash losses of Rs 38,52,119/- during the financial year under report but not incurred cash losses in the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

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

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

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

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

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

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

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

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN: 018846N

PLACE: LUDHIANA

DATE: 31.08.2013 Sd/-

CA RAKESH PURI

PARTNER

M. No.: 092728

---

Mar 31, 2010

(1) We have audited the attached Balance Sheet of JYOTI COSMETICS (EXIM ) LTD. as at 31st March 2010 , the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date, all of which have been signed by us under reference to this report. 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 have conducted our audit in accordance with auditing and assurance 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 test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

1. 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.

2. 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 books.

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

4. In our opinion, the Balance Sheet, Profit & Loss Account, and Cash Flow statement dealt with by this report comply with the Accounting Standard referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 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.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon particularly the note no 8 regarding inter corporate investment and Loans thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010 and;

(b) In case of Profit and Loss Account, of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Member of JYOTI COSMETICS (EXIM ) LTD.

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable intervals during the year. According to information and explanations given to us, no material discrepancies have been noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

(ii) (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

(c) The Company is maintaining proper records of inventory.

(iii) (a) As per information and explanation given to us, the company has granted loans to One party covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loan, the maximum amount involved at any time during the year is Rs. 46,50,000/- & year-end balance is Rs.46,50,000/-.

(b) As per information and explanation given to us, the aforesaid loan is interest free and other terms and conditions are prima facie not prejudicial to the interest of the company.

(c) The said loan is repayable on demand and there is no repayment schedule.

(d) In respect of the loan given by the Company, the same is repayable on demand and therefore the question of overdue amount does not arise.

(e) As per information and explanation given to us, the company has not taken loans from any party covered in the register maintained under section 301 of the Companies Act, 1956. Hence, clause (iii) e, f, g, are not applicable to the company.

iii) 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, no major weakness has been noticed in the internal controls.

v) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the companies Act 1956.

vi) In our opinion, and according to the information and explanations given to us, the company has not accepted any fixed deposits which are covered under provisions of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, Company does not have internal audit system commensurate with the size and nature of its business.

viii) The Central government has not prescribed any maintenance of cost records for the Companys product pursuant to Rules made under section 209 (1)(d) of the Companies Act, 1956.

ix) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

x) The Company has incurred 132088/-Rs cash loss during the year. Company has not incurred cash losses in the immediately preceding financial year. The accumulated losses of the Company are not more than fifty percent of the net worth.

xi) According to the records of the Company examined by us and the information and explanations given to us, the company has not taken any Term Loan from the financial institutions or Banks. Since the company has not issued any debentures till date, therefore the question of default does not arise.

xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities..

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) The Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and generally timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanations given to us, the Company has applied the loans for the purpose for which they have been applied.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

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 during the year.

xix) The Company has not issued any debenture till date. Therefore, creation of reserves in respect of debentures does not arise.

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

xxi) During the course of our examination of the Books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

FOR, ARVIND A. THAKKAR & CO.

CHARTERED ACCOUNTANTS

FIRM REG. NO. 100571W

Sd/-

Arvind Thakkar

PLACE : Ahmadabad. (Proprietor)

DATED: 3rd Sept., 2010 M. No.014334

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Mar 31, 2009

We have audited the attached Balance. sheet of JYOTI COSMETICS (EXIM) LIMITED, Ahmedabad as at 31stMarch 2009 together with the Profit & Loss Account for the year ended on that date annexed there to and report that:

We conducted out 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 check basis, evidence supporting the amounts and disclosures made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a,, reasonable basis for our opinion.

1. As required by the Companies (Auditors report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of books of accounts.

c. In our opinion the Balance Sheet and Profit & Loss Account and cash flow statement are drawn up in accordance with the accounting standards referred to in Section 211 (3C) of the companies Act, 1956.

d. The Balance Sheet & Profit Account and cash flow statement dealt with by this report are in agreement with the books of accounts and comply with the accounting standards referred to in Section 211 (3C) of the companies Act, 1956 subject to the

e. Onthe basis of written representations received from the directors as on 31-03-2009 and taken on records by the Board of Directors we report that none of the directors of the company are disqualified as on 31-03-2009 from being appointed as directors of the company under 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 explanation given to us the said accounts subject to the notes thereon gives the information required and gives a true & fair view.

1. In the case of Balance Sheet, of the state of affairs of the company as at 31starch 2009.

2. In the case of Profit and Loss Account of the Profit for the year ended on that date AND

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

ANNEXURE TO THE AUDITORS REPORT

Annexure to the Auditors Report referred to in paragraph 1 of our report of even date on the accounts for the year ended on 31" March, 2009 of JYOTI COSMETICS (EXIM) LIMITED.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) Major portion of Fixed Assets of the company have been physically verified by the management and no discrepancy was noticed on such verification.

(c) None of the fixed assets has been revalued during the year.

(ii) (a) The stocks of finished goods, stores, spare parts,- raw materials & items treated have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of the records presented before us, there were no material discrepancies noticed on physical verification of stocks, as compared to book records and the same has been properly dealt with in the books of account.

(d) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper and in accordance with normally accepted accounting principles and is on the basis as it was in the preceding year.

(iii) In our opinion the terms and conditions on which loans have been taken or given from the firm & other parties listed in the register maintained under section 301 are not prima facie, prejudicial to the interest of the company.

(iv) The Company has granted loans and advances to two companies covered in the register maintained under section 301 of the companies Act 1956. The maximum amount involved during the year aggregated to Rs. 125.82 lakhs and the year end balance amount to Rs. 125.22 lakhs. The company has taken unsecured interest free loan repayable on demand from a party covered in the register maintained under section 301 of the companies act 1956. The maximum amount involved during the period was Rs.0.5 lakhs and year end balance amount to Rs.0.5 Lakhs.

(v) As per the information made available to us the loans and advances including interest wherever stipulated are not prima facie prejudicial to the interest of the company.

(vi) In respect of the a foreside loans and advances there is no overdue amount as at the year end..

(vii) In our opinion & according to the information and explanations given to us there are adequate internal control procedures to commensurate with size of the company & nature of its business with regard to purchase of stores, raw materials, items traded including components, plant and machinery, equipment & other assets and with regard to the sale of goods.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section (209)(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income -tax, sales - tax, wealth-tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities though there had been delays in certain cases.

(b) According to the information & explanations given to us, no undisputed amounts payable in respect of 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 were outstanding, at the year end for the period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues outstanding in respect of sales -tax, income-tax. customs duty, wealth-tax, excise-duty, cess etc.

(viii) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions and during the year.

(ix) In our opinion & according to the information and explanations given to us the transaction for purchases of raw material made in pursuance of contracts of agreements entered in the register maintained under section 301 of the Companies Act, aggregating during the year to Rs. 500000/- or more in respect of each party have been made at a price which are reasonable in regard to the prevailing market prices.

(x) Directives issued by the Reserve Bank of India and the provision of section 58A and 58AAof the Companies Act, 1956 and rules framed there under are not applicable as the company has not accepted any public deposits.

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

(xii) As informed to us, Central Government has not order cost records under section 209(1) (d) of the Companies Act, 1956.

(xiii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans & advances on the basis of security by way of pledge of shares, debentures & other securities.

(xiv) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4(xii) of Companies (Auditors Report) Order, 2003 is not applicable.

(xv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(iv) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xvi) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution.

(xvii) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these were obtained.

(xviii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used to finance long term assets.

(xix) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xx) The Company did not have any outstanding debentures during the year.

(xxi) The Company has not raised any money through a public issue during the year.

(xxii) Based upon the audit procedures performed for the purpose of reporting the true & fair view of the financial statement 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 course of our audit.

FOR C V CHOKSHl & CO.

CHARTERED ACCOUNTANTS

(CHIRAG V CHOKSHI)

PROPRIETOR

M. NO: 129572

Place: Ahmedabad

Date: 29/08/2009