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Auditor Report of ASM Technologies Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of, ASM TECHNOLOGIES LIMITED ('the company') which comprise the Balance Sheet as at March 31,2015 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

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 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 standard 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 fraud and other irregularities; selection and application of the 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 far view and are free from material miss statements ,whether due to fraud and error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with 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 assessment, the auditor considers internal financial control relevant to the company's preparation of financial statement's 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 boards of directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and regulatory Requirements

1. As required by the Companies (Auditors 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.

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 accounts 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 agreement with the books of account.

(d) In our opinion, the afore said 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) 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 best of our information and according to the explanation given to us :

(i) The company has disclosed the impact of pending litigations on its financial statements as of March 31,2015;

(ii) The company has made provisions on its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts ;

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor education and protection fund by the company

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 ofthe Act.

3. 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 the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

4. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

5. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

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

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, 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.

(c) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions ofthe Companies Act, 1956 and Rules made there under within time.

7. 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.

8. 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 during the year and did not have any amount outstanding to financial institutions or debenture holders.

9. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loan taken by a subsidiary from a bank is not prima facie prejudicial to the interest of the Company.

10. According to the information and explanations given to us, the Company has availed term loan which is being used for purpose which they have availed and according to information and explanation given to us long term loan has not been used for short term purposes.

11. 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 Sudhakar Pai Associates Chartered Accountants

Sd/- Place : Bengaluru (CA B Sudhakar Pai) Date : 26th May, 2015 Membership No. 018187 Firm's Registration No.: 004171S


Mar 31, 2014

We have audited the accompanying financial statements of ASM TECHNOLOGIES LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial Statements

The 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 Sec. (3C) of Section 211 of the Companies Act, 1956(the Act) read with General Circular 15/2013 dated 13 September 2013 of 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 misstatements.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend upon the Auditor''s judgment, including the assessment of the risks of material misstatement of the financial statement, 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 appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Sub Section(4A) of Section 227of the Act, we give in the annexure a statement on the matters specified in paragraph 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 read with 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 March 31, 2014, 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.

The Annexure referred to in our reports to the members of ASM Technologies Limited for the year ended 31 March 2014, We Report that:

(I) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

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

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

(ii) The company is Service Company, primarily engaged in developing software and allied services. Accordingly, paragraph 4(ii) of the order is not applicable.

(iii) (a) The company has not accepted unsecured loan from firms/ companies or any other parties referred u/s.301 of the companies Act 1956, accordingly provisions of Clause 4 (iii)(a) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(b) As there is no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956, the provisions of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(c) The question of receipts of principal amount and interest does not arise since no loan has been granted to parties covered in the Register maintained under section 301 of the companies Act, 1956 hence the provision of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(d) As there are no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the question of overdue does not arise and hence provisions of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase fixed assets and for the sale of services. We have not noticed any continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information & explanations given to us transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements & exceeding rupees five lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (I) of section 209 of the Companies Act, 1956 for the reporting enterprises.

(ix) (a) In our opinion and according to the information & explanation given to us, the company generally regular in

depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information given to us, there are no material dues of wealth tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in financial year and in the immediately preceding financial year.

(xi) In our opinion according to the information & explanations given by the management, we are of the opinion that the company has not made any default in repayment of dues to a financial institution or bank and not issued any debentures, accordingly payment of interest to them does not arise.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund, nidhi / mutual benefit fund / societies; Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(xiv) According to the information & explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments, Accordingly clause 4 (xiv) is not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions which is prejudicial to the interest of the Company.

(xvi) In our opinion and According to the information & explanations given to us, term loans have been applied for the purposes for which they raised.

(xvii) According to the information & explanation given to us and overall examination of the balance sheet we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

(xviii) In our opinion and according to the explanation given to us, we are of the opinion that 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, accordingly clause 4 (xviii) is not applicable.

(xix) The Company has not issued any debentures accordingly clause 4 (xix) is not applicable.

(xx) The company has not raised any money by public issues during the year. Accordingly clause 4 (xx) is not applicable

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

For Sudhakar Pai Associates,

Chartered Accountants,

Place: Bangalore

Date: 3rd May 2014 (CA B Sudhakar Pai)

Partner

Membership No. 018187

Firm Regn. No. 004171S


Mar 31, 2013

We have audited the accompanying financial statements of ASM TECHNOLOGIES LIMITED., which comprise the Balance Sheet as at March 31, 2013, 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 principles generally accepted in India including Accounting Standards referred to in Sec. 211(3C) of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend upon the Auditor''s judgment, including the assessment of the risks of material misstatement of the financial statement, 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 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2013;

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

(c) In the case of the Cash Flow statement, of the cash flows of the company 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 issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the annexure a statement on the matters specified in paragraph 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

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

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

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

(ii) The company is Service Company, primarily engaged in developing software and allied services. Accordingly, paragraph

4(ii) of the order is not applicable.

(iii) (a) The company has not accepted unsecured loan from firms/ companies or any other parties referred u/s.301 of the companies Act 1956, accordingly provisions of Clause 4 (iii)(a) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(b) As there is no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956, the provisions of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(c) The question of receipts of principal amount and interest does not arise since no loan has been granted to parties covered in the Register maintained under section 301 of the companies Act, 1956 hence the provision of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

(d) As there are no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the question of overdue does not arise and hence provisions of clause 4(iii)(b) of the companies (Auditor''s Report) order 2003 are not applicable to the company

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase fixed assets and for the sale of services. We have not noticed any continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information & explanations given to us transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements & exceeding rupees five lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (i) of section 209 of the Companies Act, 1956 for the reporting enterprises.

(ix) (a) In our opinion and according to the information & explanation given to us, the company generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information given to us, there are no material dues of wealth tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in financial year and in the immediately preceding financial year.

(xi) In our opinion according to the information & explanations given by the management, we are of the opinion that the company has not made any default in repayment of dues to a financial institution or bank and not issued any debentures, accordingly payment of interest to them does not arise.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund, nidhi / mutual benefit fund / societies, Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(xiv) According to the information & explanation given to us The company is not dealing or trading in shares, securities, debentures and other investments, Accordingly clause 4 (xiv) is not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks of financial institutions which is prejudicial to the interest of the Company.

(xvi) In our opinion and According to the information & explanations given to us term loans have been applied for the purposes for which they raised.

(xvii) According to the information & explanation given to us and overall examination of the balance sheet we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

(xviii) In our opinion and according to the explanation given to us, we are of the opinion that 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, accordingly clause 4 (xviii) is not applicable.

(xix) The Company has not issued any debentures accordingly clause 4 (xix) is not applicable.

(xx) The company has not raised any money by public issues during the year. Accordingly clause 4 (xx) is not applicable

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

for Sudhakar Pai Associates,

Chartered Accountants,

Firm Regn.No.004171S

Place : Bangalore. (C.A. B. SUDHAKAR PAI)

Date : 11th May, 2013 Partner.

Membership No. 018187


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. ASM Technologies Limited, as at 31st March 2012 of the Company for the year ended on the date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Generally Accepted Auditing Standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order 2003 (amended 2004), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs mentioned below.

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

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

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

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956;

(e) 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 disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956;

(f) In our opinion and the best of our information and according to the explanation given to us, the said Balance Sheet, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give 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 2012

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

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

ANNEXURE TO THE AUDITORS' REPORT

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

(b) The management at reasonable intervals has physically verified these fixed assets, no material discrepancies were noticed on such verification.

(c) No substantial fixed assets have been disposed off during the year hence going concern does not affect.

(ii) The company is Service Company, primarily engaged in developing software and allied services. Accordingly, paragraph 4(ii) of the order is not applicable.

(iii) (a) The company has not accepted unsecured loan from firms/ companies or any other parties referred u/s.301 of the companies Act 1956, accordingly Clause 4 (iii)(a) of the companies (Auditor's Report) order 2003 are not applicable to the company.

(b) As there is no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the provisions of clause 4(iii)(b) of the companies (Auditor's Report) order 2003 are not applicable to the company.

(c) The question of receipts of principal amount and interest does not arise since no loan has been granted to parties covered in the Register maintained under section 301 of the companies Act, 1956 hence the provision of clause 4(iii)(b) of the companies (Auditor's Report) order 2003 are not applicable to the company.

(d) As there are no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the question of overdue does not arise and hence provisions of clause 4(iii)(b) of the companies (Auditor's Report) order 2003 are not applicable to the company

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of services. We have not noticed any continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information & explanation given to us transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements & exceeding rupees five lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted deposits from the public, hence, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (i) of section 209 of the Companies Act, 1956 for the reporting enterprises.

(ix) In our opinion and according to the information & explanation given to us, the company generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in financial year and in the immediately preceding financial year.

(xi) In our opinion according to the information & explanation given by the management, we are of the opinion that the company has not made any default in repayment of dues to a financial institution or bank and not issued any debenture holders accordingly payment of interest to them does not arise.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4 (xii) is not applicable.

(xiii) The company is not a chit fund, nidhi / mutual benefit fund / societies, accordingly clause 4 (xiii) is not applicable.

(xiv) According to the information & explanation given to us the company is not dealing or trading in shares, securities, debentures and other investments, accordingly clause 4 (xiv) is not applicable.

(xv) According to the information & explanation given to us the company has during the year given corporate guarantee for loan taken by its step down subsidiary. In our opinion the terms and conditions are prima facie not prejudicial to the interest of the company.

(xvi) In our opinion and According to the information & explanation given to us term loans have been applied for the purposes for which they raised.

(xvii) According to the information & explanation given to us and overall examination of the balance sheet we are of the opinion that company has not utilized the funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) In our opinion and according to the explanation given to us, we are of the opinion that 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, accordingly clause 4 (xviii) is not applicable.

(xix) The Company has not issued any debentures accordingly clause 4 (xix) is not applicable.

(xx) The company has not raised any money by public issues during the year. Accordingly clause 4 (xx) is not applicable

(xxi) T o the best of our knowledge and belief and according to the information & explanation given to us no fraud on or by the company has been noticed or reported during the year.

for Sudhakar Pai Associates,

Chartered Accountants,

Place : Bangalore. (C.A. B. SUDHAKAR PAI)

Date : 11th May, 2012 Partner.

Membership No. 018187


Mar 31, 2011

We have audited the attached Balance Sheet of M/s. ASM Technologies Limited, as at 31st March 2011 of the Company for the year ended on the date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Generally Accepted Auditing Standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order 2003 (amended 2004), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs mentioned below.

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

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

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

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956;

(f) In our opinion and the best of our information and according to the explanation given to us, the said Balance Sheet, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give 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 2011

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

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

ANNEXURE TO THE AUDITORS REPORT

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

(b) The management at reasonable intervals has physically verified these fixed assets, no material discrepancies were noticed on such verification.

(c) No substantial fixed assets have been disposed off during the year hence going concern does not affect.

(ii) The company is Service Company, primarily engaged in developing software and allied services. Accordingly, paragraph 4(ii) of the order is not applicable.

(iii) (a) The company has not accepted unsecured loan from firms/ companies or any other parties referred u/s.301 of the companies Act 1956, accordingly Clause 4 (iii)(a) of the companies (Auditors Report) order 2003 are not applicable to the company.

(b) As there is no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the provisions of clause 4(iii)(b) of the companies (Auditors Report) order 2003 are not applicable to the company.

(c) The question of receipts of principal amount and interest does not arise since no loan has been granted to parties covered in the Register maintained under section 301 of the companies Act, 1956 hence the provision of clause 4(iii)(b) of the companies (Auditors Report) order 2003 are not applicable to the company.

(d) As there are no loan granted to Parties covered in the Register maintained under section 301 of the companies Act, 1956,the questionof overdue does not arise and hence provisions of clause 4(iii)(b) of the companies (Auditors Report) order 2003 are not applicable to the company

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of services. We have not noticed any continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information & explanation given to us transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements & exceeding rupees five lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted deposits from the public, hence, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (i) of section 209 of the Companies Act, 1956 for the reporting enterprises.

(ix) In our opinion and according to the information & explanation given to us, the company generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in financial year and in the immediately preceding financial year.

(xi) In our opinion according to the information & explanation given by the management, we are of the opinion that the company has not mide any default in repayment of dues to a financial institution or bank and not issued any debenture holders accordingly payment of interest to them does not arise.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4 (xii) is not applicable.

(xiii) The company is not a chit fund, nidhi / mutual benefit fund / societies, accordingly clause 4 (xiii) is not applicable.

(xiv) According to the information & explanation given to us the company is not dealing or trading in shares, securities, debentures and other investments, accordingly clause 4 (xiv) is not applicable.

(xv) According to the information & explanation given to us company has not given any guarantee for loans taken by others from bank or financial institutions, accordingly clause 4 (xv) is not applicable.

(xvi) In our opinion and According to the information & explanation given to us term loans have been applied for the purposes for which they raised.

(xvii) According to the information & explanation given to us and overall examination of the balance sheet we are of the opinion that company has not utilized the funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) In our opinion and according to the explanation given to us, we are of the opinion that 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, accordingly clause 4 (xviii) is not applicable.

(xix) The Company has not issued any debentures accordingly clause 4 (xix) is not applicable.

(xx) The company has not raised any money by public issues during the year. Accordingly clause 4 (xx) is not applicable

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

for Sudhakar Pai Associates,

Chartered Accountants,

Place : Bangalore. B. SUDHAKAR PAI

Date : May 28, 2011 (Proprietor)

Membership No. 018187


Mar 31, 2010

We have audited the attached Balance Sheet of ASM TECHNOLOGIES LIMITED (the Company), as at March 31, 2010, the Profit and Loss Account of the Company and the cash flow stateir.-nt of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors) Order 2004, issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet and the 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;

(e) On the basis of written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956;

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

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

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

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

THE ANNEXURE REFERRED TO THE AUDITORS REPORT To the Members of M/s. ASM TECHNOLOGIES LIMITED (the Company) for the year ended March 31, 2010. We report that:

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

The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified at reasonable intervals. In our opinion, physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

Fixed assets disposed of during the period were not substantial, and therefore, do not affect the going concern assumption.

2. The Company is a service Company, primarily engaged in developing software and allied services. Accordingly, Paragraph 4(h) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, Paragraph 4(iii) of me Order is not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure system commensurate with the size of the Company and the nature of its business with regard to the purchase of fixed assets and the sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

5. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

According to the explanation given to us all the transactions entered by the Company are based on prices which are reasonable having regard to the prevailing market prices at relevant time.

6. The Company has not accepted any deposits from the public. Accordingly, Paragraph 4(vi) of the Order is not applicable.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for any of the services rendered by the Company. Accordingly, Paragraph 4(viii) of the Order is not applicable.

9. In our opinion, according to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Customs Duty and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

10. The Company is not having accumulated loss as on date. Accordingly, Paragraph 4(x) of the order is not applicable.

11. The Company has not defaulted in repayment of dues to any financial institution, banks or issued any debentures during the year. Accordingly, Paragraph 4(xi) of the Order is not applicable.

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. Accordingly, Paragraph 4 (xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund, nidhi / mutual benefit fund / society. Accordingly, Paragraph 4 (xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Paragraph 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, Paragraph 4 (xv) of the Order is not applicable.

16. As per the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on long term basis during the year have been applied for long term investment and no funds raised on short term basis have been used for long term investment.

17. According to the information and explanations given to us and overall examination of the balance sheet, we are of the opinion that, the Company has not utilized the funds raised on short-term basis for long-term investment and vice versa. Accordingly, Paragraph 4(xvii) of the Order is not applicable.

18. The Company has not made any preferential allotment of shares to Companies / firms / parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly Paragraph 4(xviii) of the Order is not applicable.

19. The Company has not issued any debentures during the year. Accordingly Paragraph 4(xix) of the Order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly Paragraph 4(xx) of the Order is not applicable.

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

for Sudhakar Pai Associates,

Chartered Accountants,

Place : Bangalore. B. SUDHAKAR PAI

Date : May 29, 2010 (Proprietor)

Membership No. 18187

 
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