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Auditor Report of ACI Infocom Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ACI Infocom Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its 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, 2015 ('the Order') issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

e. on the basis of the written representations received from the directors as on 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; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements. ( refer note No. 22.3 )

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. The Company does not have any derivative contract.

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

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) According to the information and explanations given to us the Company has conducted physical verification of inventory at reasonable intervals .

(b) As examined by us procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) As examined by us the company is maintaining proper records of inventory and no such material discrepancies were noticed on physical verification by the management.

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

Thus, paragraph 3(b) and 3 (c) of the Order is not applicable.

(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 inventory and fixed assets and for the sale of goods and services. 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 have broadly reviewed the cost records maintained by the company specified by the Central Government under sub-section (1) of section 148 of the Companies Act and are of the opinion that prima facie the prescribed cost records have been maintained.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records , the Company is regular in depositing undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues with the appropriate authorities. As explained to us, the Company did not have any dues on account of sales tax, wealth tax, duty of customs, value added tax, employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, service tax, cess and other material statutory dues were in arrears as at 31 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 income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of duty of customs have not been deposited by the Company on account of disputes:

Name of Nature of Period to statute dues which amt relates

Custom Act Custom 1984-85 1962 Duty

Name of Amt (Rs.) Forum where statute dispute pending

Custom Act 6,27,764 The matter is 1962 Interest pending before competent authority

(c) According to the information and explanations given to us there is no amounts due which were required to be transferred to the investor education and protection fund during the year.

(viii) The Company has accumulated losses at the end of the financial year, however it does not exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to 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 Anand Jain & Associates Firm Reg. No.-105666W Chartered Accountants

Anand Raj Jain Partner Membership No.42051

Date- 29/05/2015 Mumbai


Mar 31, 2014

We have audited the accompanying financial statements of ACI Infocom Limited ("the Company"), which comprises the balance sheet as at 31st March 2014, the statement of profit and loss of the Company for year then ended, the cash flow statement of the Company 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 2014;

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

(ii) 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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), 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 and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.; and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph(3) of our report of even date to the members of ACI Infocom Limited for the year ended 31** March 2014)

(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.

(c) During the year, the Company has not disposed off any substantial part of its fixed assets.

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

(b) The procedures of physically 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. No material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act 1956. Therefore para (b), (c) and (d) are not applicable.

(b) The Company has taken loan from one parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 101.83 Lacs.

(c) Rate of interest and other terms and conditions of such loan is, in our opinion, prima facie not prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal and interest amounts as stipulated.

(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 the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) According to the information and explanations given to us there is no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 hence clause (v) sub clause (a) & (b) not applicable to the company.

(vi) In our opinion and according to the information and explanations given to us, no public deposits under the provisions of Section 58A and S8AA of the Companies Act, 1956 and rules framed have been accepted by the Company. According to the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the central government under section 209(1 )(d) of the companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintain.

(ix) (a) Undisputed Statutory Dues as applicable to the Company have been regularly deposited with the appropriate authorities; however, there have been some delays in depositing such dues. According to the information and explanations given to us, there were no .undisputed statutory dues except provident fund of Rs.42,218/- & Advance Income Tax of Rs 93,963/- which have remained outstanding as at 31" March, 2014 for the year of more than six months from the date they became payable.

(b) According to the information & explanations given to us, the company has the following disputed statutory dues and the forum where the dispute is pending are as under -

Sr. No. Name of Nature of Period to Amt(Rs.) Forum where statute dues which amt relates dispute pending

1 Custom Act Custom 1984-85 6,27,764 CanceDafionat 1962 Duty Interest Ex-Party order under Consideration by the issuing authority.

(x) The Company has accumulated losses at the end of the financial year, however it does not exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and hi the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or Bank.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any 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.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) In our opinion and 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.

(xvi) In our opinion and according to the information and explanations given to us, the Company has not raised any term loan.

(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, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the period for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment to parties and companies covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, the Company had not issued any debentures during the year or in earlier years.

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

(xxf) To the best of our knowledge and belief 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 year.

for Anand Jain & Associates Chartered Accountants Firm''s registration number: 105666W

Anand Raj Jain Partner Membership No.042051

Date- 28/05/2014 Mumbai


Mar 31, 2012

1) We have audited the attached Balance sheet of ACI Infocom Limited ("the Company") as at March 31st, 2012,the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, both annexed thereto, (collectively referred to as the financial statements), 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 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003,as amended by Companies (Auditor's Report) (Amendment)Order, 2004 (together the "Order"),issued by the Central Government of India in terms of sub section (4A) of section 227 of 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 paragraph 3 above, we report as follows:

(i) 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;

(ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

(iv) In our opinion ,the Balance Sheet .Statement of Profit and Loss and Cash Flow Statement - dealt by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

(v) In our opinion and to the best of our information and according to the explanations given to us, 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:

a. In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012,

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

5) On the basis of written representations received from the directors, as on March 31,2012, and taken on record by the Board of Directors, we report that none of the directors is prima facie disqualified as on March 31, 2012 from being appointed as a director in terms of section 274(1 )(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph(3) of our report of even date to the members of ACI Infocom Limited for the year ended 31st March 2012)

(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.

(c) During the year, the Company has not disposed off any substantial part of its fixed assets.

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

(b) The procedures of physically 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. No material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms and

other parties covered in the register maintained under section 301 of the Companies Act 1956. Therefore para (b), (c) and (d) are not applicable.

(e) The Company has taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 136.40 Lacs. During the year one loan of Rs.15 Lacs was squared up.

(f) Above loan is interest free loan and the terms and conditions of such loan is, in our opinion, ' prima facie not prejudicial to the interest of the Company.

(g) The Company is regular in repaying the principal amounts as stipulated.

(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 the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(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 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 arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, no public deposits under the provisions of Section 58A and 58AA of the Companies Act,1956 and rules framed have been accepted by the Company. According to the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company

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

(viii) The Maintenance of cost records prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) Undisputed Statutory Dues including Employees' Provident Fund, Employees' State

Insurance (ESIC),Value Added Tax, Central Sales Tax, Tax Deducted at Source, Income Tax, Wealth Tax, Service Tax, and Profession Tax have generally been regularly deposited with the appropriate authorities, however, there have been some delays in depositing such dues. According to the information and explanations given to us, there were no undisputed statutory dues which have remained outstanding as at 31st March, 2012 for the period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there is no dispute pending in respect of dues of income tax/sales tax/wealth tax/service tax/custom duty/excise duty/cess.

(x) The Company has accumulated losses at the end of the financial year, however it does not exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or Bank.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund / society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) In our opinion and 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.

(xvi) In our opinion and according to the information and explanations given to us, the Company have not raised any term loan.

(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, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the period for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment to parties and companies covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, the Company had not issued any debentures during the year or in earlier years.

(xx) The Company has not raised any money by public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Anand Jain & Associates Firm Reg. No.-105666W Chartered Accountants Anand Raj Jain Partner

Membership No.42051

Place: Mumbai

Date :30.05.2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of ACIINFOCOM LIMITED, as at 31st March 2010 & also the related Profit & Loss Account for the period ended on that date. 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 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003,as amended by Companies (Auditors Report) (Amendment) Order, 2004(together the order1) issued by the Central Government in terms of subsection (4A) of Section 227 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 explanation given to us, we give in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representation received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, none of the Directors of the Company is disqualified as on 31st March 2010 from being appointed as Director of the Company under clause (g) of sub-section (1) of section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements together with the notes thereon give in the prescribed manner the information required by the Act, and gives 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;

ii. In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

ANNEXURE TO AUDITORS REPORT

[Referred to in Paragraph 3 of the Auditors Report of even date to the members of ACI Infocom Limited on the Financial Statements for the year ended 31 st March 2010]

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets are physically verified by the management which is designed to cover all locations, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has.not been disposed off during the year to affect the going concern status of the Company.

2. (a) Inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) In our opinion and according to the information & explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to the information and explanations given to us, the company is maintaining the

register required under section 301 of the Act, and the same has been updated as per the requirements of clause (v) of paragraph 4 of the Order.

(b) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under sec. 301 of the Act.

(c) The company has not taken unsecured loans from the parties covered in the register maintained under sec. 301 of the Act.

(d) Since the company has not taken loan from the parties covered in the register maintained u/s. 301 of the Act, this clause is not applicable to the company.

(e) The rate of interest and other terms and conditions of loans taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, the company has an adequate internal control system commensurate with its size and nature of business for the purchase of inventory and fixed assets, and for the sale of goods and services.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of

contracts or arrangements referred in section 301 of the Act have been entered into the register required to be maintained underthat section.

(b) In our opinion and according to the information and explanation given to us, in respect of the transactions entered in the register maintained in pursuance of section 301 the Act during the year have been made at prices which are reasonable having regard to the prevailing market price, at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58AAof the Act and the rules framed there under.

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

8. According to the information and explanations given to us, the company is not required to maintain cost records under section 209(1) (d) of the Act.

9. (a) In our opinion and according to the information and explanations given to us, the Company is

generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Value added tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues, if any, applicable to it with the appropriate authorities except that company has received in June 2007 a demand of Rs. 10,82,211/- from Commercial Tax Officer, Tamil Nadu Commercial Tax Department for the year 2004-05. The company is in the progress of filing appeal against the said demand.

(b) According to the information and explanation given to us, dues of sales tax / income tax /custom tax / wealth tax / excise duty / cess not deposited are not disputed dues.

10. The accumulated loss of the company at the end of the financial year are not more than fifty percent of its net worth. And also, the company has not incurred any cash losses during the financial year and immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit f unds/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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 during the year.

16. In our opinion and according to the information and explanations given to us, the company has applied the term loans for the purpose of which it was obtained.

17. On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investments.

18. 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.

19. The Company has not issued any debentures during the year and accordingly, the creation of securities of charge thereof does not arise.

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

21. 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 & explanation given to us, we have neither come across any instance material fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For M.V. Krishnamoorthy Chartered Accountants

M.V. Krishnamoorthy

Proprietor Membership No: 05859 Place: Mumbai Date: 6th August 2010

 
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