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Auditor Report of Athena Global Technologies Ltd.

Mar 31, 2015

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

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 theCompanies Act, 2013 ("the Act") with respect to the preparation of these standalone financialstatements 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

1. Note: 32 to the standalone financial statements which indicates that Non - provisioning for investments of Rs.608.71 Lakhs including advance against share capital (Rs.316.60 Lakhs) the impact on the accounts is not ascertained.

2. Note: 20.1 to the standalone financial statements which indicates that the company has not provided interest in respect of outstanding long term borrowings of Rs.278.85 lakhs as at 31st March, 2015. The management is in the discussion with the parties of the unsecured loans for reduction/ waiver of the interest in respect of the above referred amount. The impact on the accounts is not ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so faras 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 bythis Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2015taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note:28 to the financial statements;

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

iii) There is no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our report to the members of the Company for the year ended on 31st March, 2015. We report that:

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

(b) As explained to us, the fixed assets have been physically verified by the management in a periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

(ii) (a) The inventory consists of computer software and course material only. The computer software represents the development expenditure incurred by the company and capitalized over the years. As per the Management, this being a software product, the inventory is not physically verifiable. The Management has physically verified the course material during the year.

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

(c) The company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act.

(vii) a) According to the information and explanations given to us and the records of the Company examined by us, the Company is not regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, customs duty, and any other statutory dues as applicable with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

Nature of Dues Amount (Rs.)

Tax Deducted at source 58,31,697

Service tax 5,67,229

Provident Fund 57,46,761

Professional Tax 11,28,364

Fringe benefit Tax 13,45,137

a) According to the information and explanations given to us and records of the Company examined by us, the particulars of income tax, service tax as at 31st March, 2015 which have not been deposited on account of any dispute pending, are as under:

Name of the Statute Nature of the Dues Amount in Rs.



Income Tax Act, 1961 Income tax 60,41,474

Name of the Statute Financial year to Forum where which the disputes are amount relates pending

Income Tax Act, 1961 2004-05 High Court of AP

C) The company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Company has accumulated losses of Rs.1697.57 lakhs as at 31st March, 2015 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to a financial institutions or banks.

(x) In our opinion and according to the information and explanations given to us, the Company has not given corporate guarantee for loan taken by the subsidiary from banks or financial Institutions, the terms and conditions are not prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily invested pending utilization of the funds for the intended use.

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

For M.Anandam & Co., Chartered Accountants (Regn No. 000125S)

Sd/- S.Venkateswarlu Place : Hyderabad Partner Date : 30.05.2015 M.No: 022790




Mar 31, 2014

We have audited the accompanying financial statements of VJIL Consulting Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Circular 8/2014 dated 4th April, 2014 issued by Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

1. Non-provisioning for investments of Rs.638.78 lakhs including advance against share capital (Rs.346.67 lakhs), the impact on the accounts is not ascertained. (Note no. 32 to the financial statements)

2. The Company has not provided interest in respect of outstanding long term borrowings of Rs 307.60 lakhs as at March 31, 2014. As stated in Note no.28 to the financial statements the management is in the discussion with the parties of the unsecured loans for reduction/waiver of interest in respect of the above referred amount. The impact on the accounts is not ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are inagreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 8/2014 dated 4th April, 2014 issued by Ministry of Corporate Affairs.

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 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure

Re: VJIL Consulting Limited

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

b. As explained to us, the fixed assets have been physically verified by the management. No material discrepancies were noticed on such physical verification.

c. In our opinion, and according to the information and explanations given to us, the Company has not disposed of any substantial part of its fixed assets so as to affect its going concern status.

ii. a. The inventory consists of computer software and course material only. The computer software represents the development expenditure incurred by the company and capitalized over the years. As per the Management, this being a software product, the inventory is not physically verifiable. The Management has physically verified the course material during the year.

b. The procedures of physical verification of course material followed by the management is adequate in relation to the volume and value of the course material.

c. The Company has furnished records of its course material and as per the management no material discrepancies were observed.

iii. a. According to the information and explanation given to us, the Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7.25 lakhs and the year-end balance of loans given to such parties was Rs. 2.25 lakhs .

b. As per the information and explanations given to us, the loan given to companies are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

c. We have not made any comments because the terms of repayment have not been stipulated.

d. In cases where the overdue amount is more than rupees one lakh, Management has informed that reminders have not been sent to the parties for recovery of interest and principal.

e. As per information provided, the Company has taken loans from five parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 63.50 lakhs and the year-end balance of loans taken from such parties was Rs. 59.50 lakhs.

f. As per the information and explanations given to us, these loans are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

g. We have not made any comments because the terms of repayment have not been stipulated.

iv. In our opinion and in accordance to the information and explanation given to us the company have adequate internal control system 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.

v. During the year the Company has not made any transactions with respect of parties covered in the register maintained u/s 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the internal audit system of the company is strengthened so as to be commensurate with the size and nature of the business.

viii. The central government has not prescribed the maintenance of cost records under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the company.

ix. a. According to the information and explanation given to us and on the basis of our examination of books of accounts, the company is not regular in depositing the undisputed statutory dues of provident fund, service tax, tax deducted at source, professional tax and fringe benefit tax with the appropriate authorities. Arrears of undisputed amount outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable are as follows:

Statutory Dues Amount outstanding as on 31st March, 2014 (Rs.)

Tax Deducted At Source 61,83,027

Service Tax 3,24,991

Professional Tax 10,25,214

Provident Fund 50,07,900

Fringe benefit Tax 13,45,137

b. The statement of disputed dues as required by the clause are as given under:

Name of the Nature of Amount Rs. Financial Forum where Statute the Dues year on disputes are which the pending amount relates

Income Tax Act, Income tax 60,41,474 2004-05 High Court 1961 of AP

x. The company has accumulated losses of Rs.1757.14 Lakhs as at 31st March, 2014 and the company has not incurred cash loss during the current financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank. The company has not issued any debentures.

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

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xiv. In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xvi. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

xvii. In our opinion and according to the information and explanation to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

xviii. The Company has not made any preferential allotment of shares during the year

xix. The Company has not issued any debentures during the year. Accordingly the provisions of clause 4(xix) if the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xx. The Company has not raised any funds on public issue and hence disclosure on the end use of money raised by the public issue is not applicable to the Company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For M.Anandam & Co., Chartered Accountants (Firm Regn No. 000125S)

Sd/- S.Venkateswarlu Place : Secunderabad Partner Date : 30.05.2014 M.No: 022790


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of VJIL Consulting Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, 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, inancial performance and cash f ows 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.

Auditor''s Responsibility

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.

Basis for Qualifed Opinion

1. Absence of fxed assets register for earlier years and non ascertainment of discrepancies on physical verifcation of ixed assets as compared to book records. The impact on the accounts is not ascertained (Note No. 30 of the fnancial statements)

2. As stated in Note no.31 to the fnancial statements due to non confrmation and non reconciliation certain long term trade receivables of Rs.176.29 lakhs , deposits of Rs.19.00 lakhs, loans and advances of Rs.234.46 lakhs, long term borrowings of Rs.216.29 lakhs and other current liabilities of Rs.62.46 lakhs as at March 31, 2013, relating to old outstandings, we are unable to comment on the balances of the accounts referred above as at the year-end and the consequential effect due to non confrmation and non reconciliation, if any, for the year is not ascertainable.

3. Non-provisioning for investments of Rs.292.10 lakhs and loans and advances of Rs.276.09 lakhs and long term trade receivables of Rs. 45.00 lakhs relating to subsidiary and Rs.306.30 lakhs included in long term trade receivables and other advances the impact on the accounts is not ascertained. (Note No.31 and 32 to the fnancial statements)

4. The Company has not provided interest in respect of outstanding long term borrowings of Rs 216.29 lakhs as at March 31, 2013. As stated in Note No. 20 to the fnancial statements the management is in the discussion with the parties of the unsecured loans for reduction/waiver of interest in respect of the above referred amount. The impact on the accounts is not ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualifed Opinion paragraph, the fnancial 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 of Proft and Loss, of the proft 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 Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 werenecessary 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 inagreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with theAccounting 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

i. a. The Fixed assets register of the Company for earlier years is not traceable and the Management is in the process of updation of the Fixed Assets register. The value of fxed assets is subject to review by the Management and reconciliation. The consequential impact on the accounts is not ascertainable at present.

b. The records of the Fixed Assets of the Company for earlier years were not available for our verifcation for which we were informed that the same were not traceable and efforts are being made to locate them. Management during the period has physically verifed some part of the Assets. In the absence of the records we are not in a position to state whether there were any serious discrepancies between the records and physical assets.

c. In our opinion, and according to the information and explanations given to us, the Company has not disposed of any substantial part of its fxed assets so as to affect its going concern status.

ii. a. The inventory consists of computer software and course material only. The computer software represents the development expenditure incurred by the company and capitalized over the years. As per the Management, this being a software product, the inventory is not physically verifable. The Management has physically verifed the course material during the year.

b. The procedures of physical verifcation of course material followed by the management is adequate in relation to the volume and value of the course material.

c. The Company has furnished records of its course material and as per the management no material discrepancies were observed.

iii. a. According to the information and explanation given to us, the Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 48.45 lakhs and the year-end balance of loans taken from such parties was Rs. 48.45 lakhs .

b. As per the information and explanations given to us, the loan given to companies are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

c. There has been no receipt during the year either towards principal or interest. We have not made any comments because the terms of repayment have not been stipulated.

d. In cases where the overdue amount is more than rupees one lakh, Management has informed that reminders have not been sent to the parties for recovery of interest and principal.

e. As per information provided, the Company has taken loans from fve parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 63.50 lakhs and the year-end balance of loans taken from such parties was Rs. 63.50 lakhs.

f. As per the information and explanations given to us, these loans are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

g. There has been no payment during the year either towards principal or interest. We have not made any comments because the terms of repayment have not been stipulated.

iv In our opinion and in accordance to the information and explanation given to us the company have adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods and services.

v. During the year the Company has not made any transactions with respect of parties covered in the register maintained u/s 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the internal audit system of the company is strengthened so as to be commensurate with the size and nature of the business.

viii. The central government has not prescribed the maintenance of cost records under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the company.

ix. a. According to the information and explanation given to us and on the basis of our examination of books of accounts, the company is not regular in depositing the undisputed statutory dues of provident fund, service tax, tax deducted at source, professional tax and fringe beneft tax with the appropriate authorities.

x. The company has accumulated losses of Rs.12,04,67,105 as at 31st March, 2013 and the company has incurred cash losses of Rs.1,48,10,381/- during the current fnancial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any fnancial institutions or bank. The company has not issued any debentures.

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

xiii. The Company is not a chit fund or a nidhi/mutual beneft fund/society. Accordingly the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xiv In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xv In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or fnancial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xvi. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

xvii. In our opinion and according to the information and explanation to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

xviii. The Company has not made any preferential allotment of shares during the year

xix. The Company has not issued any debentures during the year. Accordingly the provisions of clause 4(xix) if the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xx. The Company has not raised any funds on public issue and hence disclosure on the end use of money raised by the public issue is not applicable to the Company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For M.Anandam & Co.,

Chartered Accountants (Regn No. 000125S)

Sd/-

S.Venkateswarlu

Partner

Place : Secunderabad M.No: 022790

Date : 30th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of VJIL Consulting Ltd as at 31st March, 2012 and also the Statement of Proft & Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These fnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Attention is drawn to our comments on the accounts as under:

a) Note No.31 regarding absence of fxed assets register and non-ascertainment of discrepancies on physical verifcation of fxed assets as compared to book records.

b) Note No. 32 regarding non-confrmation and reconciliation of certain current and non current assets and liabilities.

c) Note No.34 regarding non provisioning for investments and loans and advances relating to subsidiary.

d) Note No.35 regarding non provisioning of interest on unsecured loans.

5. Further and subject to our comments in the annexure referred to in paragraph 3 above, we report that:

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

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

c) In our opinion, the Balance Sheet, Statement of Proft and Loss and Cash fow statement dealt with by this report comply with requirements of the accounting standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 ;

d) The Balance Sheet, Statement of Proft and Loss and Cash fow statement dealt with by this report are in agreement with the books of account;

e) As per the information and explanations given by the management, on the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes, and subject to our comments in Paragraph 4 above, the consequential effect not ascertainable on the Loss for the year, assets and liabilities of the company, give the information as 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 31st March, 2012;

ii. in the case of the Statement of Proft and Loss of the "loss" for the year ended on that date; and

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

i. a. The Fixed assets register of the Company is not traceable and the Management is in the process of preparation and updation of the Fixed Assets register. The value of fxed assets is subject to review by the Management and reconciliation. The consequential impact on the accounts is not ascertainable at present.

b. The records of the Fixed Assets of the Company were not available for our verifcation for which we were informed that the same were not traceable and efforts are being made to locate them. Management during the period has physically verifed some part of the Assets. In the absence of the records we are not in a position to state whether there were any serious discrepancies between the records and physical assets.

c. In our opinion, and according to the information and explanations given to us, the Company has not disposed off any substantial part of its fxed assets so as to affect its going concern status.

ii. a. The inventory consists of computer software and course material only. The computer software represents the development expenditure incurred by the company and capitalized over the years. As per the Management, this being a software product, the inventory is not physically verifable. The Management has physically verifed the course material during the year.

b. The procedures of physical verifcation of course material followed by the management is adequate in relation to the volume and value of the course material.

c. The Company has furnished records of its course material and as per the management no material discrepancies were observed.

iii. a. According to the information and explanation given to us, the Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 48.45 lakhs and the year-end balance of loans taken from such party was Rs. 48.45 lakhs .

b. As per the information and explanations given to us, the loan given to company are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest on which loans have been given to party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

c. There has been no receipt during the year either towards principal or interest. We have not made any comments because the terms of repayment have not been stipulated.

d. In cases where the overdue amount is more than rupees one lakh, Management has informed that reminders have not been sent to the parties for recovery of interest and principal.

e. As per information provided, the Company has taken loans from Six parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 70.45 lakhs and the year-end balance of loans taken from such parties was Rs. 70.45 lakhs.

f. As per the information and explanations given to us, these loans are interest bearing and no repayment terms are stipulated. Based on the above, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

g. There has been no payment during the year either towards principal or interest. We have not made any comments because the terms of repayment have not been stipulated.

iv. In our opinion and in accordance to the information and explanation given to us the company have adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods and services.

v. During the year the Company has not made any transactions with respect of parties covered in the register maintained u/s 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the internal audit system of the company is strengthened so as to be commensurate with the size and nature of the business.

viii. The central government has not prescribed the maintenance of cost records under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the company.

ix. a. According to the information and explanation given to us and on the basis of our examination of books of accounts, the company is not regular in depositing the undisputed statutory dues of provident fund, service tax, tax deducted at source, professional tax and fringe beneft tax with the appropriate authorities. Arrears of undisputed amount outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable are as follows:

Statutory Dues Amount outstanding as on 31st March, 2012

(inRs.)

Tax Deducted At Source 47,93,039

Service Tax 3,24,991

Professional Tax 7,86,734

Provident Fund 36,84,546

Fringe beneft Tax 13,45,137

b. The statement of disputed dues as required by the clause are as given under:

Name of the Statute Nature of Amount Financial year Forum where the Dues to which the disputes are amount relates pending

The Income Tax Act, 1961 Income tax 60,41,474 2004-05 High Court of AP

x. The company has accumulated losses of Rs. 10,24,59,702 as at 31st March, 2012 and the company has incurred cash losses of 4,09,88,095/- during the current fnancial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any fnancial institutions or bank. The company has not issued any debentures.

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

xiii. The Company is not a chit fund or a nidhi/mutual beneft fund/society Accordingly the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

xiv In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

xv In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or fnancial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

xvi. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

xvii. In our opinion and according to the information and explanation to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. The Company has not issued any debentures during the year. Accordingly the provisions of clause 4(xix) if the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

xx. The Company has not raised any funds on public issue and hence disclosure on the end use of money raised by the public issue is not applicable to the Company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For M.Anandam & Co.,

Chartered Accountants

(Regn No. 000125S)

Sd/-

S.Venkateswarlu

Partner Place : Secunderabad M.No: 22790

Date : 27.08.2012

 
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