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Auditor Report of Commex Technology Ltd.

Mar 31, 2015

We have audited the accompanying consolidated financial statements of Commex Technology Limited ("the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries constitute 'the Group'), comprising of the consolidated Balance Sheet as at March 31, 2015, the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Consolidated Financial Statements"). The financial statements for the year ended March 31, 2014 have been audited by another firm of Chartered Accountants. We have relied on the same for the purpose of this report.

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors are responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 ('the Act') that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the respective assets of the Companies included in the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of these consolidated financial statements by the Board of Directors of the Holding Company, as aforesaid.

Auditors' Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation and presentation of the consolidated 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 Holding Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub paragraphs of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Basis of Qualified opinion

The Holding Company had recognized MAT credit entitlement of Rs. 1.98 Crores which has not yet been paid. In our view, pending such payment of taxes, recognition of MAT in the Financial Statements is not appropriate. Had the Company not recognized MAT as aforesaid, the profit for the financial year would have been reduced by Rs 1.98 Crores.

Qualified Opinion

Based on our audit and financial statements compiled and furnished by the management for one component as explained in point 2 of other matters below. In our opinion, Subject to effects of matter described in Basis of Qualified opinion paragraph above and read with points mentioned in Emphasis of Matters paragraph below, the aforesaid Consolidated 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:

1. in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

2. in the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

3. in the case of Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters:

1. We draw attention to note no. 22(9) of financial statements regarding non-payment of VAT liability of Rs. 1.10 crores on account of legal advice received by the company.

2. We draw attention to note no. 22(12) of financial statements regarding no movement in CWIP. As per management, said CWIP is realizable in cash or kind, of the value stated in financial statement.

3. Trade receivable, trade payable, other current liabilities. Loans and advances are subject to confirmation and reconciliation, if any. In the absence of such confirmations we are unable to comment on the said balances as at 31 March, 2015.

4. During the year ended March 31,2015, the company has charged depreciation on Furniture & Fixtures at a different useful life then useful life as specified under schedule II of the Companies Act, 2013. The depreciation on the said asset has been charged during the Financial Year 2014-15 based on management estimate of useful life.

Other Matters

1. The financial statements of a subsidiary "IT Capital Services Private Limited", which reflect total assets of Rs. 2,146.18 lakhs as at 31st March, 2015, total revenue of Rs. NIL lakhs and net cash inflow of Rs. 0.48 lakhs for the year then ended, have been audited by us.

2. We did not audit the financial statement and financial information of one foreign subsidiary "Orient Information Technology LLC FZ", whose financial statement reflect total assets of Rs. 157.66 Lacs as at 31stMarch, 2015, having total revenue of Rs. 201.00 Lacs and net cash inflows of Rs. 139.70 Lacs for the year then ended, as considered in the consolidated financial statements. These financial statement is unaudited and has been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary is based solely on such unaudited financial statement and financial information.

3. We are unable to comment upon the resultant impact, if any, on the profit or loss, assets and liabilities of the consolidated financial statements of the Company as at 31st March, 2015, had the subsidiary mentioned in para 2 been audited. However 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, 2015 ('the Order'), issued by the Central Government of India in terms of Section 143 (11) of the Act, based on the comments in the auditors' report of the Holding Company and on the auditors' reports issued in accordance with the Order on subsidiary company incorporated in India, 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, to the extent applicable, 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 of the consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained forth purpose of preparation of the consolidated financial statements.

d) In our opinion, the consolidated 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 of the Holding Company and Subsidiary Company as on March 31, 2015, taken on record by the Board of Directors of the Holding Company and the reports of the auditors of its subsidiary companies incorporated in India, none of the Directors of the Company and its subsidiaries, incorporated in India is disqualified as on March 31,2015 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 Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group in its consolidated financial statements as of March 31,2015.

ii)The Group has made provisions in its consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts.

iii)There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India.

As stated in paragraph 1 of our report on 'other Legal and Regulatory requirements' in our Independent Auditor's Report of even date on consolidated financial statements for the year ended 31 March 2015, our reporting on the matter specified in para 3 & 4 of the order includes one subsidiary incorporated in India and is based on the comments in the respective Independent Auditor's Report of Holding Company and its aforesaid subsidiary company incorporated in India.

1. In respect of the fixed assets of the Company and its aforesaid subsidiary:

(a) The Holding Company and its aforesaid subsidiary are in the process of maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all fixed assets have been physically verified by the management of the Holding Company and its aforesaid subsidiary company at reasonable intervals during the year and no material discrepancies were noticed on such verification.

2. According to the information and explanations given to us, the Holding Company and its subsidiary nature of operations do not require it to hold inventories. Consequently, clause 3(ii) of the order is not applicable.

3. As per information and explanations given to us, the Holding Company and its aforesaid subsidiary have not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Registers maintained under Section 189 of the Act by the respective entities. Consequently, sub clause (a) and (b) of clause 3(iii) of the order is not applicable.

4. 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 Holding Company and its aforesaid subsidiary and the nature of their business respectively with regard to purchase of fixed assets and the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us,, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. The Holding Company and its aforesaid subsidiaries have not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Act and the rules framed there under to the extent notified.

6. The Central Government has not prescribed the maintenance of cost records under sub-Section (1) of Section 148 of the Companies Act, for any of the products of the Holding Company and its aforesaid subsidiary.

7. (a) According to the information and explanations given to us and on the basis of records produced before us, the Holding Company and its aforesaid subsidiary are generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise duty, value added tax, cess and other material statutory dues applicable to it expect disclosed below. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2015 for a period of more than six months from the date they became payable except following:

Name of the statute Nature of dues Amount (in Rs) Period to which the amount relates

Income Tax Act, 1961 Income tax 1,64,58,109 AY 2013-14

Income Tax Act, 1961 Income tax 52,09,058 AY 2014-15

Total 2,16,67,167

As said in Emphasis of Matters paragraph, as per management VAT liability recognized in the financial statements is not applicable on said transactions.

(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax, service tax, duty of custom, duty of excise duty, value added tax and cess that have not been deposited with appropriate authorities on account of any dispute.

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

8. The Group does not have accumulated losses at the end of financial year. The Group has not incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

9. According to the records of the Holding Company and its aforesaid subsidiary examined by us and information and explanation given to us, the Company and its aforesaid subsidiary have not taken any loan from financial institution, bank or debenture holders as at the Balance Sheet date. Hence, clause (ix) of para 3 of CARO 2015 is not applicable.

10. In our opinion and according to the information and explanations given to us, the Holding Company and its aforesaid subsidiary have not given guarantees for loans taken by others from banks and financial institutions. Therefore, the provisions of the clause 3 (x) of the Order are not applicable.

11. In our opinion and according to the information and explanations given to us, the Holding Company and its aforesaid subsidiary have not availed any term loans during the year. Hence, the provisions of the clause 3 (xi) of the Order are not applicable.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on the Holding Company and its aforesaid subsidiary company incorporated in India has been noticed or reported during the year, nor have we been informed of any such case by the Management.

For Kanu Doshi Associates

Chartered Accountants

Firm Registration Number: 104746W



Sd/-

Jayesh Parmar

Partner

Membership No: 45375

Place: Mumbai

Date: May 30,2015


Mar 31, 2014

We have audited the accompanying financial statements of Commex Technology Limited (''the Company''), which comprise the balance sheet as at 31st 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

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

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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 31 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"), 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 said Order.

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

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

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

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

d. in our opinion, the balance sheet, the statement of profit and loss and the cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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

Annexure to Independent Auditors'' Report - 31st March 2014 (Referred to in our report of even date)

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size and nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of the Fixed Assets.

(ii) The Company being in the business of Information Technology Solutions Services, is not having any inventory, hence the question of its physical verification and maintenance of records does not arise.

(iii) The company has advanced a loan of Rs. 19,49,884/- to one of its related party. The maximum amount involved during the year was * 19,49,884/- & the yearend balance of loans given to such party was * 5000/-. The said advance is interest free and to the extent it is prejudicial to the interest of the Company.

(b)The Company has taken loans of t 10,00,000/- from party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was t 10,00,000/- and the yearend balance of loans taken from such party is Nil.

(c) The said loans taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are interest-free and without limitation on repayment and therefore the loans are prima facie, not prejudicial to the interests of the Company.

(d) There being no stipulation as regards the repayment and other terms and conditions on which loan has been taken from the Company listed in the register maintained under section 301 of the Companies Act, 1956, the question of regularity of payment of Principal and interest does not arise.

(iv) In our opinion and according to explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to sale of Goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

(v) In our opinion & according to information and explanation given to us, there are no transactions of purchases and services made in pursuance of contracts or arrangements, entered into by the Company with the party listed in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000/- or more.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits and therefore the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

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

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956.

(ix) Certain isolated instances of delay in payment of Tax Deducted at Source have been observed during the course of our audit, which has since been complied by the company by making payment of the Tax Deducted at Source along with interest. Except that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it.

(x) The Company has no accumulated losses as on 31st March 2014. The Company has not incurred cash losses during the financial year covered under the audit nor in the financial year immediately preceding such financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions.

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

(xiii) In our opinion the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore the provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xvi) The Company has not raised term loan during the year. Therefore the provisions of clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(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 there are no funds raised on short-term basis that have been used for long-term investments.

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

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year covered by our audit report.

(xx) During the year covered by our audit no money has been raised by Public issue & therefore the provisions of clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(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 Gadgil & Co. Chartered Accountants Firm''s Registration No: 102876W

Dushyant A. Gadgil Proprietor Membership No: 17795 Mumbai Date 30/5/2014


Mar 31, 2012

We have audited the accompanying Balance Sheet of Commex Technology Limited (Formerly known as IT People (India) Limited) as at 31st March, 2012, and the statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on 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 the 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 includes the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give 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 on 31St March, 2012

b. In the case of the statement of profit and loss, of the profit for the year ended on that date and

c. In the case of 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 Sub Section (4A) of Section 227 of the Act, we give in the annexure a statement on matters specified in paragraph 4 and 5 of the above said order.

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

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

(b) In our opinion, proper books of accounts as required by law, have been kept by the company so far as appears from our examinations of such books.

(c) The Balance Sheet Statement of Profit & Loss, & Cash flow Statement dealt with by this report are in agreement with the books of account of the company.

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss, & Cash flow Statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Act, in so far as they are applicable to the Company.

On the basis of written representations received from the Directors as on 31St March, 2012, and taken record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of

ANNEXURE TO AUDITOR'S REPORT 2011-12

Statement referred to in paragraph 3 of our report of even date to the members of COMMEX TECHNOLOGY LIMITED (FORMERLY KNOWN AS IT PEOPLE (INDIA) LIMITED) on the accounts for the year ended 31st March 2012.

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size and nature of it's assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of the Fixed Assets.

ii. The Company being in the business of Information Technology Solutions Services, is not having any inventory, hence the question of its physical verification and maintenance of records does not arise.

iii. (a) The company has advanced loan of Rs.25,01,70,687/- to one of it's subsidiaries. The maximum amount involved during the year was Rs. 25,01,70,687/- & the year end balance of loans taken from such party was Rs. 2,33,11,187/-. The said amount is advanced in the course of business of the Company to make acquisitions of new business overseas, in pursuance of the utilization of the proceeds received on issue of Global Depositary Receipt. The said advance is interest free and to the extent it is prejudicial to the interest of the holding Company.

(b) The Company has taken loans from Two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,52,90,956/- and the year end balance of loans taken from such parties is NIL

(c) The said loans taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are interest-free and without limitation on repayment and therefore the loans are prima facie, not prejudicial to the interests of the Company.

(d) There being no stipulation as regards the repayment and other terms and conditions on which loan has been taken from the Company listed in the register maintained under section 301 of the Companies Act, 1956, the question of regularity of payment of Principal and interest does not arise.

iv. In our opinion and according to explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to sale of Goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

v. In our opinion & according to information and explanation given to us, there are no transactions of purchases and services made in pursuance of contracts or arrangements, entered into by the Company with the party listed in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to 50000/- or more.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits and therefore the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

vii. In our opinion the Company has an internal audit system commensurate with the size and nature of it's business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

ix. (a) Certain isolated instances of delay in payment of Tax Deducted at Source have been observed during the course of our audit, which has since been complied by the company by making payment of the Tax Deducted at Source along with interest. Except that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee's state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it. The disputed statutory dues aggregating Rs. 5,32,90,072/- consisting of Rs. 2,66,44,536/- towards service tax and Rs. 2,66,44,536/- towards penalty not been deposited on account of disputed matters pending before appropriate authorities are as under:

b) Sr. Name of the Nature of Amount Period to Forum where Statue Dues which the dispute is pending (Rs. in Lacs) amount relates

1 Finance Act, Service Rs.532 01.05.2006 Custom Excise 1994 Tax Lacs to Service Tax (Service Tax) 30.09.2007 Appellate Tribunal (CESTAT)

x. The Company is having accumulated losses of Rs. 2,89,46,176/-. The Company has not incurred cash losses during the financial year covered under the audit nor in the financial year immediately preceding such financial year.

xi. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that he Company has not defaulted in repayment of dues to financial institutions.

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

xiii. In our opinion the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. In our opinion the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xv. The Company has not given any gurantee for loans taken by others from banks or financial institutions during the year. Therefore the provisions of clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company

xvi. The Company has raised new term loan during the year. The term loan raised during the year has been applied for the purposes for which it has been 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 there are no funds raised on short-term basis that have been used for long-term investments.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of Shares to the parties and companies covered in the register maintained under section 301 of the Act.

xix. According to the information and explanations given to us, the company has not issued any debentures during the year covered by our audit report.

xx. During the year covered by our audit no money has been raised by Public issue & therefore the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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 Gadgil & Co. (Chartered Accountants) Firm Regn No :102876W

sd/- Dushyant A. Gadgil Proprietor M No. 17795

Place: Mumbai Date : 29th May, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of IT PEOPLE (INDIA) LIMITED as at 31st March, 2011, together with the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date.

1. 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order,2003 (amended) issued by the Govt, of India in terms of Section 227 (4A) of the Companies Act,1956,we enclose in the Annexure a Statement on matters specified in Paragraph 4 & 5 of the said Order.

4. Subject to Note No. B3 of Schedule 13 forming part of accounts and further to our comments in the annexure referred in paragraph 3 above and on the notes forming part of accounts:

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

(d) In our opinion, the Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report are prepared in accordance with & in compliance with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so far as they are applicable to the Company.

(e) On the basis of 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 on 31st March, 2011 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 Note No. B3 referred to in Schedule 13 forming part of Accounts , give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of Profit and Loss Account, of the Profits of the Company for the year ended on that date and

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

ANNEXURE TO AUDITOR'S REPORT 2010-11

Statement referred to in paragraph 3 of our report of even date to the members of IT PEOPLE [INDIA) LIMITED on the accounts for the year ended 31st March 2011.

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size and nature of it's assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of the Fixed Assets.

ii. The Company being in the business of Information Technology Solutions Services, is not having any inventory, hence the question of its physical verification and maintenance of records does not arise.

iii. (a) The company has advanced loan of Rs. 25,20,86,767/- to three of it's subsidiaries. The maximum amount involved during the year was Rs.65,20,86,767/-. The said amount is advanced in the course of business of the Company to make acquisitions of new business. The said advance is interest free and to the extent it is prejudicial to the interest of the holding Company.

(b) The Company has taken loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was ^.28,06,06,606/- and the year end balance of loans taken from such parties is ^.6,52,90,956/-.

(c) The said loans taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are interest-free and without limitation on repayment and therefore the loans are prima facie, not prejudicial to the interests of the Company.

(d) There being no stipulation as regards the repayment and other terms and conditions on which loan has been taken from the Company listed in the register maintained under section 301 of the Companies Act, 1956, the question of regularity of payment of Principal and interest does not arise.

iv. In our opinion and according to explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of it's business with regard to purchase of fixed assets and with regard to sale of Goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

v. In our opinion & according to information and explanation given to us, there are no transactions of purchases and services made in pursuance of contracts or arrangements, entered into by the Company with the party listed in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to ^.50000/- or more.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits and therefore the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

vii. In our opinion the Company has an internal audit system commensurate with the size and nature of it's business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956.

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee's state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it.

(b) According to information and explanation given to us, there is a sum of Rs.52,06,270/- of service tax in arrears, as at 31St March, 2011 for a period of more than six months from the date they became payable. There are no other dues of sales tax, customs duty, excise duty and cess in arrears, as at 31St March, 2011 for a period of more than six months from the date they became payable.

(c) According to information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x. The Company is having accumulated losses of ^.6,75,01,803/-. The Company has not incurred cash losses during the financial year covered under the audit nor in the immediately preceding financial year.

xi. There is no secured loan taken by the Company during the Year.

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

xiii. In our opinion the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. In our opinion the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xv. The Company has not taken any loan from banks or financial institutions during the year. Therefore the provisions of clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvi. The Company has not raised any term loan during the year. Therefore the provisions of clause 4 (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvii. According to the information and explanations given to us, the company has not made any preferential allotment of Shares to the parties and companies covered in the register maintained under section 301 of the Act.

xviii. According to the information and explanations given to us, the company has not issued any debentures during the year covered by our audit report.

xix. During the year covered by our audit no money has been raised by Public issue & therefore the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xx. 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 Gadgil & Co.

Chartered Accountants

(Dushyant A.Gadgil)

sd/-

PLACE: Mumbai Proprietor

DATE: 2nd September, 2011 M.NO.17795

Firm Registration No. 102876W












Mar 31, 2010

We have audited the attached Balance Sheet of IT PEOPLE (INDIA) LIMITED as at 31st March, 2010, together with the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date.

1. 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 basis for our opinion.

3. As required by the Companies (Auditors Report) Order,2003 (amended) issued by the Govt, of India in terms of Section 227 (4A) of the Companies Act,1956,we enclose in the Annexure a Statement on matters specified in Paragraph 4 & 5 of the said Order.

4. Subject to Note No. 3 of Schedule 13 forming part of accounts and further to our comments in the annexure referred in paragraph 3 above and on the notes forming part of accounts:

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

d) In our opinion, the Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report are prepared in accordance with & in compliance with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so far as they are applicable to the Company.

e) On the basis of 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 on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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 Note No. B3 referred to in Schedule 13 forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of Profit and Loss Account, of the Profits of the Company for the year ended on that date and

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

ANNEXURE TO AUDITORS REPORT 2009-10 Statement referred to in paragraph 3 of our report of even date to the members of IT PEOPLE (INDIA) LIMITED on the accounts for the year ended 31s March 2010.

i. (a) The Company has maintained proper records showing full particulars including quantitative

details & situation of Fixed Assets

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size and nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of the Fixed Assets.

ii. The Company being in the business of Information Technology Solutions Services, is not having any inventory, hence the question of its physical verification and maintenance of records does not arise.

iii. (a) The company has advanced loan of RS. 26,90,25,773/ -to one of its wholly owned subsidiary. The maximum amount involved during the year was RS.26,90,25,773/- .The said amount is advanced in the course of business of the Company to make acquisitions of new business overseas, in pursuance of the utilization of the proceeds received on issue of Global Depositary Receipt. The said advance is interest free and to the extent it is prejudicial to the interest of the holding Company.

(b) The Company has taken loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was RS.16,52,90,000/- and the year end balance of loans taken from such parties is RS.3,36,31,606/-.

(c) The said loans taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are interest-free and without limitation on repayment and therefore the loans are prima facie, not prejudicial to the interests of the Company.

(d) There being no stipulation as regards the repayment and other terms and conditions on which loan has been taken from the Company listed in the register maintained under section 301 of the Companies Act, 1956, the question of regularity of payment of Principal and interest does not arise.

iv. In our opinion and according to explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to sale of Goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

v. In our opinion & according to information and explanation given to us, there are no transactions of purchases and services made in pursuance of contracts or arrangements, entered into by the Company with the party listed in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50000/- or more.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits and therefore the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

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

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956.

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it.

(b) According to information and explanation given to us, there is a sum of RS.47,33,860/- in arrears, as at 31s March, 2010 for a period of more than six months from the date they became payable. There are no other dues of sales tax, customs duty, excise duty and cess in arrears, as at 31S1 March, 2010 for a period of more than six months from the date they became payable.

(c) According to information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x. The Company is having accumulated losses of RS. 7,74,23,057/-.The Company has not incurred cash

losses during the financial year covered under the audit nor in the immediately preceding financial year.

xi. There is no secured loan taken by the Company during the Year.

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

xiii. In our opinion the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv. In our opinion the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv. The Company has not taken any loan from banks or financial institutions during the year. Therefore the provisions of clause 4 (xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xvi. The Company has not raised any term loan during the year. Therefore the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xvii. During the Year the Company has made issue of 19,06,790 Global Depository Receipt (GDR) @ US $ 5.24 Per GDR, representing 9,53,39,500 Equity Shares of Face Value of RS.2/- Per Share. On conversion of the said GDR in INR calculated @1USD=INR.50.53 works out to RS.5.30 Per Share forming part of the GDR. The management has disclosed the end use of the proceeds received from the issue of GDR as per Note. No.6, Schedule 14_ forming Part of Accounts. Pending the end use of the Money as disclosed by the Company, part of the money has been kept in liquid funds.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of Shares to the parties ¦:, nd companies covered in the register maintained under section 301 of the Act.

xix. According to the information and explanations given to us, the company has not issued any debentures during the year covered by our audit report.

xx. During the year covered by our audit no money has been raised by Public issue & therefore the provisions of clause 4 (xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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 Gadgil & Co.

Chartered Accountants

(Dushyant A. Gadgil)

Proprietor

M.NO.17795

Firm Registration No. 102876W

DATE: 14th May, 2010

PLACE: Mumbai


Mar 31, 2009

We have examined the attached consolidated balance sheet of IT People (India) Ltd. and its subsidiaries as at 31st March 2009, the Consolidated Profit and Loss Account for the year then ended. These financial statements are the responsibility of the IT People (India) Ltd.s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We have audited financial statements of two Subsidiaries, viz Orient Information FZ-LLC-UAE & Information Technology People WLL- Bahrain. The financial statements of Orient Infotech Limited - United Kingdom, Orient Information Technology Inc. - USA, have been consolidated on the basis of unaudited financial statements.

We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of the separate audited financial statements of IT People (India) Ltd. and its subsidiaries included in the consolidated financial statements.

On the basis of the information and explanation given to us and on the consideration of the separate audit reports on individual audited financial statements of IT People (India) Ltd. and its aforesaid subsidiaries, we are of the opinion that:

(a) The Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of IT People (India) Ltd. and its subsidiaries as at 31st March 2009; and

(b) The Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of IT People (India) Ltd. and its subsidiaries for the year then ended.

(b) The Consolidated Cash Flow statement gives a true and fair view of the consolidated cash flow of operations of IT People (India) Ltd. and its subsidiaries for the year then ended.



For Gadgil & Co.

Chartered Accountants

Place: Mumbai

Dated: 22nd June, 2009 Dushyant A. Gadgil

Proprietor

M.No: 17795

 
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