(1) We have audited the attached Balance Sheet of SYNERGY COSMETICS
 (EXIM) LIMITED (Formally known as JYOTI COSMETICS (EXIM) LIMITED) as on
 31st March 2012, 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 Company''s 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 2012 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 4 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 2012 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 referred to in Paragraph 3 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 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) The company has not held any inventory during the year. Hence,
 clause (ii) (a), (b) & (c) are not applicable to the Company.
 
 iii) (a) As per information and explanation given to us, the company
 has not granted any loan to any party during the year /-.
 
 (b) 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.
 
 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, 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 Company''s 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 not incurred cash loss during the year. Company had
 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 not raised any term loan during the year.
 
 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, Y. D. & Co CHARTERED 
 
                                         ACCOUNTANTS FRN: 018846N
 
 PLACE: LUDHIANA 
 
 DATE: 03.08.2012
 
                                         CA RAKESH PURI
 
                                         PARTNER 
 
                                         M. No.: 092728