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Auditor Report of Allied Digital Services Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ALLIED DIGITAL SERVICES LTD ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

Management's Responsibility for the Standalone 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 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 control 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion we invite attention to:

a. Intellectual Property Rights (IPRs) which are in the process of being developed further, these being technical in nature we have relied on the estimates and assumptions made by the management in determining the amount capitalised.

b. Balances relating to Trade Receivables and Loans and Advances are pending for confirmations from the respective parties. Adjustments, if any, will be made in the year in which the confirmations are received.

c. In respect of Investments in subsidiaries, the Company has not made any provisions for diminution in the value of these Investments inspite of there being negative networth .

d. In respect of delays in deposit of statutory dues with Government, Semi-Government and Local Authorities, the Company has not made provision for interest/penalty for late payment of these dues.

e. Trade Receivables outstanding for a period of more than six months Rs 205.56 Crores is considered good for recovery by the management.

Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditor's Report) Order, 2015, issued by the Central Government in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as 'the Order'), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer note no. 26).

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been delay in transferring Unpaid Dividend amount of Rs 4.13 lacs pertaining to FY 2006-07 which is required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditor's Report

Referred to in paragraph 1 under the heading "Report on Other Legal and regulatory Requirements" of our Report of even date

1. In respect of the Company's fixed assets:

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

(b) There is no written policy for physical verification; however as per explanation given to us, fixed assets were physically verified during the year by the Management in accordance with a regular program of verification. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of the Company's inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were 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 and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification

3. The company has granted interest free unsecured loan to two companies covered in the register maintained under section 189 of the Companies Act.

a) The terms of arrangements do not stipulate any repayment schedule and these are repayable on demand. Accordingly this para of the Order is not applicable to the Company in respect of the repayment of the principal.

b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained u/s 189 of the Act.

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 business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal controls.

5. During the F.Y. 2014-15 the company has not accepted any deposits from the public. However in respect of existing deposits accepted during the preceding years, the Company has not made the repayment of Principal and Interest due thereon as under:

No. of Deposit Principal Amount Interest due up to Total Dues as at Holders due as at 31.03.2015 31.03.2015 31.03.2015

144 108.33 Lacs 10.66 Lacs 118.99 Lacs

The Company has paid a sum of Rs 1.13 lacs out of the above dues after the year end.

6. The Central Government has not prescribed the maintenance of cost records under sub section (l) of section 148 of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

a) The company has not generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. (Details as under):-

Particulars Period Amount

Provident Fund 13-14 1,34,33,005

Provident Fund 14-15 90,25,601

ESIC 14-15 7,78,023

c) Details of dues of Sales Tax and Value Added Tax, Service Tax and Income Tax which have not been deposited as at March 31, 2015 on account of disputes are given below.

Particulars Period to which amount Forum where Amount (In Lacs) relate dispute is pending

Sales Tax F.Y. - 2005-06 , 2006-07, Dy. Commissioner 9940.25 and 2008-09, 2010-11 of Sales Tax Tax Added Appeal

Income Tax A.Y. - 2005-06 , 2006-07, Dy. Commissioner 591.25 2007-08,2008-09 ,2009-10 of Income Tax 2011-12. 2012-13

There were no dues of Wealth Tax, Customs Duty, Excise Duty and Cess which have not been deposited as at March 31, 2015 on account of dispute.

a) The Company has not transferred unpaid dividend required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under;

Period Amount

2006-07 4,12,300

8. The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders.

10. In our opinion and according to the information and explanations given to us, having regard to the fact that the guarantee has been given for loan taken by subsidiary, the terms and conditions of the guarantee given by the Company for loan taken by the subsidiary from a bank are not prima facie prejudicial to the interest of the Company.

11. In our opinion and according to the information and explanations given to us the term loans taken have been applied for the purpose for which they were obtained.

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

For SHAH & TAPARIA

Chartered Accountants

(Firm Registration No.: 109463W)

RAMESH PIPALAWA

Partner

M. No.: 103840

Place: Mumbai

Date: 29.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of M/S Allied Digital Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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

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"). 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.

Auditors Responsibilty

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 to be read with the Notes to Accounts thereon 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, 2014;

b) in the case of the Profit and Loss Account, of the profit/ loss 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 the legal & regulatory requirments

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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, subject to the points mentioned in the Notes to Accounts 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 and read with the Notes to Accounts thereon are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement read with the Notes to Accounts thereon comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of 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 OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained the Fixed Assets Register as required to be maintained.

(b) We are informed that the Company does not have a written policy for physical verification of Fixed Assets. The Company, as explained to us follows a standard policy for Capitalization of Fixed Assets resulting into a uniformity and proper classification between capital and revenue expenditure. However the reconciliation between the records maintained by the Company and the Stores Register could not be carried out. As explained to us there is no material discrepancies noticed by the management during the year under review.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company, and such disposal has, in our opinion, not affected the going concern status of the Company.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) As explained to us the procedure of physical verification of stocks 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 reasonable records of inventory. However due to complexities of business we have been unable to verify the same . The management has informed us that the discrepancies noticed on verification between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The Company has granted loans secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties and the balance outstanding as on March 31, 2014 is Rs. 147.59 Lacs. The maximum amount involved during the year was Rs. 193.34 Lacs.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-a-vis the prevailing market prices at the relevant time.

(e) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(f) In respect of the loans taken by the Company, certain delays have been reported at the time of repayment of the principal as well as interest by the Company.

(g) There is no over due amount in respect of the loans taken by the Company.

IV The Company has not appointed any outside agencies as Internal Auditors but as explained to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V During the year under review the Company has accepted Loan or Deposits from its Directors & Shareholders. Apart from the same the Company has also accepted Deposits from public during the year after obtaining the approvals from all the regulatory authorities .

VI No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

VII (a) According to the records of the Company, the Company has, due to paucity of funds, not been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanation given to us, an amount of Rs. 2,380.87 Lacs is dues from the Company on account of tax dispute with the concerned authorities.

VIII The Company does not have accumulated losses for any of the financial years.

IX As per the explanation and information given to us, there have been some delays in repayment of dues to any Financial Institution or Banks.

X The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XI In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XII In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XIII According to the information and explanation given to us, the Company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XIV According to the information and explanations given to us by the Company, term loans taken have been applied for the purpose for which they were obtained.

XV In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that fund raised on short term basis have not been used for long term investment.

XVI During the year, the Company has not made any preferential allotment of shares to the parties and the Company covered in the register maintained under section 301 of the Act.

XVII In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XVIII During the period covered by our reports, the Company has not raised any amount of money by way of the Initial Public Offer (IPO).

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

For K M Kapadia & Associates. FRN: 104777W

Sd/- CA.Kamlesh Kapadia Membership No. :039707

place:Mumbai date: May 30th, 2014


Mar 31, 2013

We have audited the accompanying fnancial statements of M/S Allied Digital Services Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS RESPONSIBILTY

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements to be read with the Notes to Accounts thereon 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 31st, 2013;

b) in the case of the Proft and Loss Account, of the proft/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

Report on the legal & regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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 specifed 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 Proft 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 Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31st, 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 notifcation 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 OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

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

(b) We are informed that most of the Fixed Assets have been verifed once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fxed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verifed by the management during the year at reasonable intervals.

(b) The procedure of physical verifcation of stocks 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 reasonable records of inventory. The discrepancies noticed on verifcation between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, frms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The Company has granted unsecured loans to the companies, frms or other parties listed in the register maintained under section 301 of the Companies Act,1956. The balance amount due to be received from these parties as on March 31st, 2013 is Rs.1,090.01 Lacs (previous year: Rs. 2,105.35 Lacs). The maximum amount due from such loans during the year was Rs. 3,161.94 Lacs (previous year: Rs. 2,131.16 Lacs).

(b) The Company has taken interest free unsecured loans during the year under review from any party and the balance outstanding as on March 31st, 2013 is Rs.193.34 Lacs (previous year: Rs.106.47 Lacs). The maximum amount involved during the year was Rs.216.29 Lacs (previous year: Rs.117.06 Lacs.)

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-à-vis the prevailing market prices at the relevant time.

VI In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanation given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court of any other Tribunal.

VII The Company has Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in fling of the Returns and payment of some of the above liabilities.

X The Company has accumulated losses as at the end of the year of Rs.1,017.00 lacs which was incurred in the Financial year 2012-13. The Company has not incurred any cash losses in the current and immediately preceding fnancial year.

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual beneft fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantees for the loans taken by the subsidiaries companies from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. Name of the Company Nature of Guarantee Balance Outstanding as at

No. 31st March 2013

1 Digicomp Complete Solutions Ltd. Corporate Guarantee against INR 257.47 Lacs

Working Capital Loan

2 Allied Digital Inc (USA) Corporate Guarantee against USD 26.67 Lacs

Term Loan

XVI According to the information and explanations given to us by the Company, term loans taken if any have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Companies covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue.

XXI According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For K M KAPADIA & ASSOCIATES

Chartered Accountants

F. No.: 104777W

sd/-

KAMLESH KAPADIA M. No. :039707

Place: Mumbai

Date: 30th May 2013


Mar 31, 2012

We have audited the attached Balance Sheet of ALLIED DIGITAL SERVICES LIMITED ("the Company"), as at March 31st, 2012, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

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

Further to our comments in the Annexure referred to above, we report that:

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

ii. 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;

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the Notes of Accounts thereon, 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 the Balance Sheet, of the state of affairs of the Company as at March 31st, 2012;

b. in the case of Profit and Loss Account, 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.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained proper records showing full particulars including quantitative details and situation

of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verified once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fixed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) The procedure of physical verification of stocks 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 reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The Company has granted unsecured loans to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on March 31st, 2012 is Rs. 2,105.35 Lacs. The maximum amount due from such loans during the year was Rs. 2,131.16 Lacs.

(b) The Company has taken interest free unsecured loans during the year under review and the balance outstanding as on March 31st, 2012 is Rs. 106.47 lacs. The maximum amount involved during the year was Rs. 117.06 lacs.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the

prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-a-vis the prevailing market prices at the relevant time.

VI The Company has not accepted any deposits from public during the year.

VII The Company has Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate

authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in filing of the Returns and payment of some of the above liabilities.

(b) According to the information and explanation given to us, details of Income Tax which has not been deposited on account of dispute is Rs. NIL.

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

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantees for the loans taken by the subsidiaries companies from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. Name of the Company Nature of Guarantee Balance Outstanding as at No. 31st March 2012

1 Digicomp Complete Solutions Ltd. Corporate Guarantee against Working INR 257.47 Lacs Capital Loan

2 Allied Digital Inc (USA) Corporate Guarantee against Term Loan US$26.67 Lacs

XVI According to the information and explanations given to us by the Company, term loans taken if any have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Companies covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue.

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

For K. M. KAPADIA & ASSOCIATES Chartered Accountants

F. No. 104777W

Place: Mumbai

Date: August 28th, 2012

Sd/-

(KAMLESH KAPADIA)

M. No.: 039707


Mar 31, 2010

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Department of Company Affairs, Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

Further to our comments in the Annexure referred to above, we report that:

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

ii. 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;

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

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

v. On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the Notes of Accounts thereon, 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b. in the case of Profit and Loss Account, 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.



ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

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

(b) We are informed that most of the Fixed Assets have been verified once during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fixed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) The procedure of physical verification of stocks 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 reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The Company has granted loans secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March, 2010 is Rs 1,606.61 lacs. The maximum amount due from such loans during the year was Rs 1,656.61 lacs.

(b) The Company has not taken interest free / interest bearing loans, secured / unsecured loans during the year under review from any party and the balance outstanding as on 31st March, 2010 is Rs Nil. The maximum amount involved during the year was Rs Nil.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-à-vis the prevailing market prices at the relevant time.

VI The Company has not accepted any deposits from public during the year.

VII The Company has in-house Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in payment of some of the above liabilities.

(b) According to the information and explanation given to us, details of Income Tax which has not been deposited on account of dispute is as follows:

Name of the Nature of Amount Amount Period of Forum where

Statute Dues (Rs) paid Dues Dispute is

(Rs) pending

Income Tax Disallo- wance of 40.00 10.00 A.Y. Lacs Lacs 2006-07 CIT (Appeals)-8 deduction u/s. 10A

Income Tax Disallo- wance of 9.17 Lacs Nil A.Y. 2007-08 CIT (Appeals)-8

deduction u/s. 10A

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

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantee for the loans taken by others from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. No Name of the Company Nature of the Guarantee Amount of Guarantee

1. Allied Digital Inc (USA) Corporate Guarantee against Term Loan US$ 80.00 Lacs

XVI According to the information and explanations given to us by the Company, term loans taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue. However during the year under review the company has raised Rs 23,142.21 Lacs by way of Qualified Institutional Placements (QIP).

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

For K. M. KAPADIA & ASSOCIATES

Chartered Accountants

Sd/-

Place: Mumbai (KAMLESH KAPADIA)

Date: 3rd September 2010 Membership No.: 039707

 
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