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Auditor Report of Aurionpro Solutions Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Aurionpro Solutions Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015 and the Statement of Profit and Loss and 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 sub-section 5 of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing issued by Institute of Chartered Accountants of India specified under sub-section 10 of Section 143 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 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 standalone financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

2. As required by sub-section (3) of Section 143 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 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 it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

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

e. on the basis of written representations received from the directors of the Company as on 31 March 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2015 from being appointed as a Director in terms of sub-section 2 of Section 164 of the Act; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 30 to the standalone financial statements;

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2015.

Annexure to the Independent Auditors' Report - 31 March 2015 (Referred to in our report of even date)

With reference to the Annexure referred to in the Independent Auditors' Report to the Members of Aurionpro Solutions Limited ('the Company') on the standalone financial statements for the year ended 31 March 2015, we report the following:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, this periodicity of 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 during the year.

ii. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. Inventories lying with outside parties have been confirmed by them as at year end.

(b) The procedures for the 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 is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and these have been dealt with in the books of account.

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. Accordingly, paragraphs (iii) (a) and (b) of the Order are not applicable to the Company.

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

v. In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph (v) of the Order is not applicable to the Company.

vi. As informed to us by the management, the Central Government has not prescribed the maintenance of cost records under sub-section 1 of Section 148 of the Act for any of the goods sold and services/activities rendered by the Company.

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Sales tax, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for dues towards Service tax where there have been significant delays in number of cases, which have been regularized at year end. As explained to us, the Company did not have any dues on account of Wealth tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Holding Company, amounts deducted/accrued in the books of account in respect of Service tax have been deposited with the appropriate authorities after significant delays in number of cases. However, these delays have been regularized at year end.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax, Sales-tax, Service tax, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Sales tax, Service tax, duty of Customs, Value added tax and Cess which have not been deposited with the appropriate authorities on account of any disputes.

According to the information and explanations given to us, the following statutory dues have not been deposited by the Company on account of disputes:

Amount Name of paid the Nature Amount under Statute of dues demanded protest

Income-tax Transfer 446.35 - Act, 1961 pricing demand

Central Excise 410.52 - Excise Act, Duty 1944

Central Excise 23.57 - Excise Act, Duty 1944

Name of the Statue Period to Forum which where amount dispute is relates pending

Income-tax Act, 1961 AY 2011- CIT 2012 (Appeals)

Central Excise Act, 1944 January CESTAT 2004 to January 2007

Central Excise Act, 1944 February CESTAT 2007 to January 2008

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amount required to be transferred 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 has been transferred to such fund within time.

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

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its banks and financial institutions. The Company did not have any outstanding dues to any debenture holders during the year.

x. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xi. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

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

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No:101248W/W-100022

Mumbai Bhavesh Dhupelia

28 May 2015 Partner

Membership No: 042070


Mar 31, 2014

We have audited the accompanying financial statements of Aurionpro Solutions Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the 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 suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in the case of the Statement of profit and Loss, 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.

Other matters

The financial statements of the Company for the year ended 31 March 2013 were audited and reported by another firm of Chartered Accountants, who expressed an unmodifed opinion on those statements; vide their opinion dated 28 May 2013. The balances as at 31 March 2013 as per the audited accounts, regrouped/reclassified where necessary have been considered as opening balances for the purposes of these financial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order''), as amended, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c. the Balance Sheet, the Statement of profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13

September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

Annexure to the Independent Auditors'' Report – 31 March 2014 (Referred to in 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. The Company has a regular programme of physical verifcation of its fixed assets by which all fixed assets are verifed in a phased manner over a period of two years. In accordance with this programme,

a portion of fixed assets were physically verifed during the year. In our opinion, the frequency of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcation.

c. During the year, the Company has discarded/ abandoned a significant portion of computers and network equipment. Based on the information and explanations provided by the management, this has not affected the going concern assumption.

ii.

a. The inventory has been physically verifed by the management during the year. In our opinion, the frequency of verifcation is reasonable. Inventories lying with outside parties have been confirmed by them as at year end.

b. The procedures for the physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifcation.

iii. The Company has neither granted or taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly clauses (a) to (g) of paragraph 4(iii) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and with regard to sale of goods and services. We have not

observed any major weaknesses in the internal control system during the course of the audit.

v. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements the particulars of which needs to be entered in the register maintained under Section 301 of the Act.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

viii. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

ix.

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' State Insurance, Professional tax, Sales tax / Value added tax, Customs duty and other material statutory dues have been generally regularly deposited during the year with the appropriate authorities except for dues towards Tax deducted at source and Service tax where there have been significant delays in number of cases. As explained to us, the Company did not have any dues on account of Wealth tax, Excise duty and Investor Education and Protection Fund.

According to the information and explanations given to us, except for Service tax aggregating to Rs. 168.52 lakhs as at 31 March 2014, no undisputed amounts payable in respect of Provident fund, Employees'' State Insurance, Professional tax, Income-tax, Sales tax / Value added tax, Customs duty and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income-tax, Service tax, Professional tax, Sales tax / Value added tax and Customs duty 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 the current financial year and in the immediately preceding financial year.

xi. In our opinion and according to the information

and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

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. In our opinion and according to the information and

explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

x v. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

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

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long- term investment.

xviii. According to the information and explanations given to us, the Company has made preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money by public issues during the year.

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

For B S R & Co. LLP Chartered Accountants Firm''s Registration No. 101248W

Rajesh Mehra Partner Membership No. 103145

Mumbai, 30 May 2014


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying fnancial statements of Aurionpro Solutions Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3. 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.

We have relied on the audited fnancial statements and other fnancial information of an amalgamated company, whose fnancial statements refect total assets of Rs.825.99 lacs as at March 31, 2013 and total revenues of Rs.852.07 lacs for the year ended on that date. These fnancial statements and other fnancial information have been audited by other auditors whose report has been furnished to us.

4. Opinion

Further to our comments in Para 3, in our opinion and to the best of our information and according to the explanations given to us, 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 March 31, 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.

5. Report on Other Legal and Regulatory Requirements

5 .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.

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

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

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

c. The Balance Sheet, Statement of Proft and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013, from being appointed as a director in terms of section 274 (1) (g) of the Companies Act, 1956.

f. Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Annexure to the Independent Auditor''s Report

(Referred to in Paragraph 4 of our report of even date)

1.

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

b. The management during the year has physically verifed all the fxed assets. In our opinion, the frequency of verifcation of the fxed assets is reasonable having regard to the size of the Company and the nature of its assets. According to the information & explanations given to us, no material discrepancies were noticed on such verifcation.

c. During the year, the Company has not disposed of any major part of fxed assets so as to affect going concern.

2. The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year- end consisted of computer software under development amounting to Rs.71.53 crores shown as work-in-progress. Hence, clause 4 (ii) of the Order is not applicable.

3. During the year, the Company has not granted/ taken any loans, secured / unsecured to the companies/ frms/ parties covered in the register to be maintained under section 301 of the Companies Act, 1956. Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fxed assets and sale of goods and services. During the course of audit, we have not observed any major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, there are no contracts or arrangements referred to section 301 of the Companies Act, 1956 during the year to be entered in the register maintained under that section. Accordingly, sub clause (b) is not applicable.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there-under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court or any other Tribunal.

7. Based on perusal of the (a) quarterly internal audit reports submitted by a frm of Chartered Accountants and (b) minutes of the meetings wherein these reports were placed before the Audit Committee of the Board, in our opinion, the internal audit system is commensurate with the present size of the Company and nature of its business.

8. In our opinion and according to the information and explanations given to us, the requirement of maintenance of cost records prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

9. In our opinion and according to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Income Tax, TDS, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues during the fnancial year, except that there were some instances of delays.

10. The Company does not have accumulated losses as at the end of the fnancial year and has not incurred cash losses in the fnancial year under report.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks / fnancial institutions during the year.

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. Hence, provisions of clause 4 (xii) of the Order are not applicable.

13. In our opinion, the Company is not a chit fund/ nidhi/ mutual beneft fund/society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

15. During the current year, one of the banks has issued guarantee on behalf of the Company towards borrowings by one of the subsidiaries. In our opinion, the terms and conditions on which the guarantee has been issued are not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

1 7. In our opinion and according to the information and explanations given to us, and on an overall examination of Balance Sheet, we are of the opinion that the funds raised on short-term basis have not been used for long- term investments.

18. The Company has made a preferential allotment of 3,75,000 shares to a party covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The price at which the shares have been issued is not prejudicial to the interest of the Company based on the price determined as per the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

19. The Company has not issued any debentures during the year.

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

21. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing standards in India, and according to the information and explanations given to us, we have not come across any instance of fraud either noticed or reported during the year on or by the Company. For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Registration No.101872W

Vineet Saxena

Partner

M. No. 100770

Date: May 28, 2013

Place: Mumbai


Mar 31, 2012

1. We have audited the attached Balance Sheet of AURIONPRO SOLUTIONS LIMITED (the "Company") as at March 31, 2012, the Statement of Profit & Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 (the "Order"), as amended, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and as per the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 purposes of our audit;

b) In our opinion, proper books of account as required by the 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 & 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 & Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3) (C) of the Companies Act, 1956.

e) Based on the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March, 2012, from being appointed as director in terms of Section 274 (1) (g) 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 to accounts thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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 Profit and Loss, 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.

Annexure To The Auditors' Report

(Referred to in Paragraph 4 of our report of even date)

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

(b) The management during the year has physically verified all the fixed assets. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. According to the information & explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any major part of fixed assets so as to affect going concern.

(2) The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year end consisted of computer software under development amounting to Rs.5.07 Crores, shown as work-in-progress. Hence, clause 4 (ii) of the Order is not applicable.

(3) During the year, the Company has not granted / taken any loans, secured / unsecured to the companies /firms/parties covered in the register to be maintained under section 301 of the Companies Act, 1956. Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of goods and services. During the course of audit, we have not observed any major weaknesses in the aforesaid internal control system.

(5) According to the information and explanations given to us, there are no contracts or arrangements referred to section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section. Accordingly, sub clause (b) is not applicable.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court or any other Tribunal.

(7) Based on review of the (a) internal audit reports submitted by a firm of Chartered Accountants and

(b) minutes of the meetings wherein these reports were placed before the Audit Committee of the Board, in our opinion, the internal audit system is commensurate with the present size of the Company and nature of its business.

(8) In our opinion and according to the information and explanations given to us, the requirement of maintenance of cost records prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(9) In our opinion and according to the information

& explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues during the financial year, except that there were some instances of delays.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, in arrears as at 31st March 2012 for a period of more than six months from the date they become payable.

(c) The particulars of extent of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty which have not been deposited by the Company as at 31 March 2012 are as under.

Sr. No 1

Name of the Statute Income Tax Act 1961

Nature of Dues Income Tax

Amount (Rupees) 33,80,950/-

Period to which amount relates (As- 2007-08 sessment Year)

Forum where dispute ITAT is pending



(10) The Company does not have accumulated losses as at the end of the financial year and has not incurred cash losses in the financial year under report.

(11) In our opinion and according to the information & explanations given to us, the Company has not defaulted in repayment of dues to banks / financial institutions during the year.

(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. Hence, provisions of clause 4 (xii) of the Order are not applicable.

(13) In our opinion, the Company is not a chit fund/ nidhi/ mutual benefit fund/society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

(14) The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

(15) During the current year, one of the banks has issued guarantee on behalf of the Company towards borrowings by one of the subsidiaries. In our opinion, the terms and conditions on which the guarantee has been issued are not prejudicial to the interest of the Company.

(16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(17) In our opinion and according to the information and explanations given to us, and on an overall examination of Balance Sheet, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(18) The Company has not made any preferential allotment of shares to parties and companies covered in the register to be maintained under section 301 of the Companies Act, 1956 during the year.

(19) The Company has not issued any debentures during the year.

(20) The Company had not raised ant money by public issue during the year.

(21) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing standards in India, and according to the information and explanations given to us, we have not come across any instance of fraud either noticed or reported during the year on or by the Company.



For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Registration No.101872W

Vineet Saxena

Partner

M.No. 100770

Place: Mumbai

Date: 28th August 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of AURIONPRO SOLUTIONS LIMITED (the "Company") as at March 31, 2011, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. We have relied on the audited financial statements and other financial information of two amalgamated companies, whose financial statements reflect total assets of Rs. 132,487 thousands as at March 31, 2011 and total revenues of Rs. 151,977 thousands for the year ended on that date. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us.

4. As required by the Companies (Auditor's Report) Order, 2003 (the "Order"), as amended, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and as per the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in Para 3 and Annexure referred to in Para 4 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 account as required by the law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit & Loss Account 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 Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3) (C) of the Companies Act, 1956.

e) Based on the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as at March 31, 2011, from being appointed as director in terms of Section 274 (I) (g) 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 to accounts thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011;

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.

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

(b) The management during the year has physically verified all the fixed assets. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. According to the information & explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any major part of fixed assets so as to affect going concern.

(2) The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year end consisted of computer software under development amounting to Rs.4.94 Crores, shown as work-in-progress. Hence, clause 4 (ii) of the Order are not applicable.

(3) During the year, the Company has not granted / taken any loans, secured / unsecured to the companies /firms/parties covered in the register to be maintained under section 301 of the Companies Act, 1956. Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of goods and services. During the course of audit, we have not observed any major weaknesses in the aforesaid internal control system.

(5) According to the information and explanations given to us, there are no contracts or arrangements referred to section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section. Accordingly, sub clause (b) is not applicable.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court or any other Tribunal.

(7) Based on review of the (a) available internal audit reports submitted by a firm of Chartered Accountants and (b) minutes of the meetings wherein these reports were placed before the Audit Committee of the Board, in our opinion, the internal audit system is commensurate with the present size of the Company and5 nature of its business. The management has noted our suggestions on audit scope for implementation.

(8) In our opinion and according to the information and explanations given to us, the requirement of maintenance of cost records prescribed by the Central Government under section 209 (I) (d) of the Companies Act, 1956 is not applicable to the Company.

(9) In our opinion and according to the information & explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Incom* Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues during the financial year, except that there were few instances of delays pertaining to an amalgamated company.

(b) There were no* undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, in arrears as at March 31, 2011 for a period of more than six months from the date they become payable.

(c) There were no outstanding disputed dues unpaid as at March 31,201I.

(10) The Company does not have accumulated losses as at the end of the financial year and has not incurred cash losses in the financial year under report.

(I I) In our opinion and according to the information & explanations given to us, the Company has not defaulted in repayment of dues to banks / financial institutions during the year.

(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. Hence, provisions of clause 4 (xii) of the Order are not applicable.

(13) In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

(14) The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

(15) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(17) In our opinion and according to the information and explanations given to us, and on an overall examination of Balance Sheet, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(18) The Company has not made any preferential allotment of shares to parties and companies covered in the register to be maintained under section 301 of the Companies Act, 1956 during the year.

(19) The Company has not issued any debentures during the year.

(20) The Company had raised money by way of public issue in the financial year 2005-06. The end use of the money raised has been disclosed in the Note 11 of Schedule 14.

(21) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing standards in India, and according to the information and explanations given to us, we have not come across any instance of fraud either noticed or reported during the year on or by the Company.

For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Registration No. 101872W

Vineet Saxena

Partner

M.No. 100770 Place: Mumbai

Date: August3l, 2011












Mar 31, 2010

1. We have audited the attached Balance Sheet of Aurionpro Solutions Limited (the Company) as at March 31, 2010, the related Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date both annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together the Order), issued by the Central Government of India in terms of Section 227 (4A) the Act, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Orderto the extent applicable to the Company.

4. Further 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 purposes of ouraudit;

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report 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, 2010, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(1 )(g) oftheAct;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon and attached thereto, 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:

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

(ii) in the case of the Profit and Loss Account, of the profit for the yearended on that date; and

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

Annexure referred to in paragraph 3 0f Audditors Report of even date to the member of aurionpro solutions Limited on the Financial Atatements for the year anded March 31,2010

1. The Company has maintained proper records to show full particulars, including quantitative details and situation, of its fixed assets. We have been informed that the fixed assets of the Company are physically verified by the Management during the year according to a phased program designed to cover all the items, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, physical verification was carried out during the yearand no material discrepancies were noticed.

2. During the year, the company has not disposed off substantial part of fixed assets.

3. As the company is engaged in the development of computer software there is no physical inventory in existence and hence the question of physical verification and comparison with the inventory records does not arise.

4. (a) The Company has granted unsecured loans to six

wholly owned subsidiaries and a Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loan is Rs. 11,01,755 thousands and Rs. 7,84,894 thousands respectively.

(b) In our opinion, the rate of interest, wherever applicable and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

(c) There is no repayment schedule for the principal and interest amount, wherever applicable and are repayable on demand.

5. The Company has not taken unsecured loans from the companies covered in the register maintained under Section 301 of the Act.

6. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to the purchase

of fixed assets and sale of services.

7. (a) Based on the audit procedures applied by us and

according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained undersection 301 have been so entered.

(b) In respect of transactions made in pursuance of such contracts or arrangements have been entered into during the financial year are reasonable except in some of the transactions, for which no comments is being made owing to the unique and specialized nature of the items involved and absence of any comparable prices. For price justification reliance is placed on the information and explanation given by the management.

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

9. In our opinion, the Companys present internal audit system needs to be strengthened to make it commensurate with its size and nature of its business.

10. As per the information given to us by the management of the company, no cost records have been prescribed by the Central Government of India under Section 209(1 )(d) of theAct.

11. According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Income Tax, Service Tax and Cess and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above for a period of six months from the date they became payable.

12. As at March 31, 2010, there have been no disputed dues, which have not been deposited with the respective authorities in respect of Income Tax, Wealth Tax, Excise Duty, Service Tax and Cess.

13. The Company has neither accumulated losses as at March 31, 2010, nor it has incurred any cash losses either during the financial year ended on that date or in the immediately preceding financial year.

14. According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank or debenture holders during the year.

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

16. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to it.

17. The Company has not dealt or traded in shares, securities, debentures or other investments during the year.

18. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

19. In our opinion and according to the information and

explanations given to us , the term loans have been generally applied for the purpose for which they were raised.

20. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investment.

21. During the year under consideration , the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

22. The Company has not issued any debentures during the year.

23. The Company has raised money by way of public issue in the financial year 2005-06. The end use of the money raised has been disclosed in the note 15 of schedule 14 (B) and the same have been verified by us.

24. As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI& SHAH

Chartered Accountants

Firm Registration No. 101720W

LALITR.MHALSEKAR

Partner

Membership No. 103418



Place: Mumbai

Date: 12th July, 2010

 
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