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Auditor Report of Cura Technologies Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 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 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, to the extent applicable.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 on the financial statements.

Opinion

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

Report on other Legal and Regulatory Requirements

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

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of 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 as at 31st March 2015 on its financial position in its financial statements as referred to in note 2.17 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and on long term contracts including derivative contracts.

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 31st March 2015.

Place : Hyderabad FOR RAMBABU & Co., Date : 29-05-2015 Chartered Accountants FRN: 002976S.

Sd/- Ravi Rambabu Partner M.No.018541


Mar 31, 2014

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

Managements 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 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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 31st March 2014;

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

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

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013,

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of CURA TECHNOLOGIES LIMITED on the accounts of the company for the year ended 31st March, 2014.

1. In respect of Fixed Assets:

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

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

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

2. In respect of its inventories

(a) As explained to us, the company does not hold any inventories and, hence, the question of physical verification, procedures followed for verification and discrepancies thereof does not arise.

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

a) Company has granted loan of Rs. 49,22,97,452/- (including loan given an amount of Rs. 2,11,63,186/- during the year) to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loans granted by the company to such parties listed in the register maintained under section 301 of the companies act, 1956 are not, Prima facie, prejudicial to the interest of the company.

c) There is no overdue amount in-respect of loan granted to parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for recovery of the Principal, and overdue amount of more than one lakh does not arise.

d) The Company has taken a loan aggregating to Rs. 10,25,000/- (including loan taken during the year Rs. Nil) from parties listed in the register maintained under section 301 of the Companies Act, 1956.

e) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan taken by the company from such parties listed in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

f) There is no overdue amount in-respect of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for payment of the Principal, and overdue amount of more than one lakh does not arise.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets, office equipment and for rendering of services. During the course of our audit, based on our procedures applied, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. In respect of contracts or arrangements preferred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party covered above during the year have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposits) Rules, 1975 framed there under apply.

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

8. We are informed and according to the information and explanations given to us, that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for the activities of the Company.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st March, 2014 for a period of more than six months from the date they became payable except service tax Rs. 44,46,943/-.

(b) According to the information and explanations given to us, there are no dues of income tax, Customs duty, Wealth tax, Excise duty and Cess, which have not been deposited on account of any dispute, except taxes mentioned below, have not been deposited by the company on account of dispute.

Name of the Nature of the Amount Rs. year to Forum where Statute Dues which the dispute is pending amount relates

APVAT, 2005 Value Added Tax 10,58,047 2005-06 High Court of A.P.

APVAT, 2005 Value Added Tax 13,58,171 2006-07 High Court of A.P.

APVAT, 2005 Value Added Tax 17,60,163 2007-08 High Court of A.P.

10. The Company has no accumulated losses at the end of the financial year but has incurred cash loss during the financial year covered by the audit and has not incurred any cash loss in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that, the Company has defaulted in repayment of dues to financial institutions and banks as follows:

S. No Name of the Bank Principal Interest

1 Andhra Bank, Sultan Bazar, Koti 2,74,91,940 4,99,18,916

2 Andhra Bank, Sultan Bazar, Koti 26,86,10,248 11,06,43,188

12. The Company has received demand notice from Andhra Bank under Section 13(2) of SECURITISATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT 2002.

13. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

15. In our opinion, the Company is not dealing in or trading in Shares, securities, debentures, mutual funds & other Investments. Accordingly, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 are not applicable to the company.

16. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from a bank or financial institutions.

17. Based on the information given by the management, we report that the company has not raised any fresh term loans during the year.

18. In our opinion, according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

19. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

20. According to the information and explanations given to us, the Company has not issued debentures during the year covered by our report. Hence, the Company is not required to create or register or modify any security or charge.

21. The Company has not raised any money by public issue during the year.

22. Based on the audit procedures performed and the information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For RAMBABU & Co. Chartered Accountants Firm Reg No:002976S

Ravi Rambabu Partner M.No. : 018541

Place: Hyderabad Date: 30-05-2014


Mar 31, 2012

We have audited the attached Balance Sheet of CURA TECHNOLOGIES LIMITED, HYDERABAD, as at 31st March, 2012 and the Statement of Profit and Loss for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date which we signed in reference to this Report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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.

1. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purpose of our audit.

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

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

iv) 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 Companies Act, 1956.

i) In our opinion and based on written representations received from Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) ofsub-section (1) ofSection 274 ofthe Companies Act, 1956;

ii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

a) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) in so far as it relates to Statement of Profit and Loss of the loss of the Company for the year ended on that date; and

c) in so far as it relates to Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors' Report:

Referred to as in paragraph 1 of our Report of even date.

1. In respect of its Fixed Assets:

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

(b) As explained to us, all the Fixed Assets have not been physically verified by the Management during the year but there is a program of verification in phased periodical manner at regular intervals, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off substantial part of the assets. According to the information and explanations given to us, we are of the opinion that no transactions are affected involving disposal of assets so as to affect going concern status of the Company.

2. In respect of its Inventories:

As explained to us, the Company does not hold any inventories and, hence, the question of physical verification, procedures followed for verification and discrepancies thereof does not arise.

3. In respect of loans secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(a) During the year, the Company has granted interest free demand loan of Rs. 1,84,50,000/- to parties covered in the Register maintained under Section 301 of the Companies Act 1956. During the year, the Company has taken interest free demand loan for an amount of Rs.55,87,126/- from parties covered in the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loans taken/granted by/to the company from/by such parties listed in the register maintained under section 301 of the companies act, 1956 are not, Prima facie, prejudicial to the interest of the company.

(c) In respect of interest-free demand loan taken / granted, the principal amount is being receivable on demand and the question of overdue does not arise.

(d) There is no overdue amount in-respect of interest-free demand loan taken / granted from / to parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for recovery of the Principal, and overdue amount of more than one lakh does not arise.

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 purchase of fixed assets, office equipment and for rendering of services. During the course of our audit, based on our audit procedures applied, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 ofthe Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 with parties covered above, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under apply.

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

4. We are informed and according to the information and explanations given to us, that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for the activities of the Company.

5. In respect of statutory dues:

(a) According to the records of the Company and as per the information and explanations given to us, the Company is not generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees state insurance, Income tax, investor education and protection fund, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect ofWealth tax, Income tax, Provident fund, Sales tax, Customs duty, Excise duty and Cess were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable except the following:

S. Name of the Statute Nature of the dues Year Amount. Rs No

1 Income Tax Act,1961 Income Tax FY 2010-11 56,62,300

2 Income Tax Act,1961 Tax deducted at FY 2011-12 37,53,400 source

3 Provident Fund Act, Provident Fund FY 2011-12 39,37,703 1952

Total 1,33,53,403

( c ) According to the information and explanations 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, except taxes mentioned below, have not been deposited by the company on account of dispute.

Name of the Nature of the Amount Rs. Period to which Forum where Statute Dues the amount dispute is relates pending

APVAT, 2005 Value Added 9,25,791/- 2005-06 High Court of Tax A.P.

APVAT, 2005 Value Added 11,88,400/- 2006-07 High Court of Tax A.P.

APVAT, 2005 Value Added 15,40,143/- 2008-09 High Court of Tax A.P.

10. In our opinion, the Company does not have accumulated losses at the end of the year and incurred cash losses during the financial year covered by our audit and has not incurred cash losses in the immediately preceding financial year.

11. As per the records of the Company 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, banks or debenture holders.

12. According to the information and explanations given to us, the Company has not given any loans and advances on the basis ofsecurity by way ofpledge ofshares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities and 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.

15. In our opinion and according to the information and explanations given to us, the Company has given corporate guarantee to the Andhra Bank for issuing stand by letter of credit to Bank of India, Singapore for securing loans taken by M/s Cura Global GRC Solutions Pte. Ltd. (a wholly owned subsidiary) from Bank of India, to the tune of Rs. 3413.33 Lakhs (US $ 7.12 millions) and further the company has provided security to Andhra Bank by the first Pari-pasu mortgage charge over Land & Buildings situated at Softpro Hights, Software Units Layout, Madhapur, Hyderabad.

16. In our opinion, during the year, the Company has not raised any fresh term loans.

17. In our opinion, according to the information and explanations given to us and on an overall examination of statements and records of the Company, that the funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

18. In our opinion and according to the information and explanations given to us, the Company has not issued debentures during the year.

19. In our opinion, the Company has not raised money by way of public issue for any specific purpose during the year.

20. During the year, the Company has made allotment of 35,000 Equity shares of Rs. 10/- each to the employees in lieu of ESOP's. In our opinion, the price at which the said shares have been allotted is not prejudicial to the interest of the Company.

21. In our opinion, the Company is not required to create / register / modify any security (Charge) as the Company is not holding / issued any debentures.

22. According to the information and explanations given to us and based on audit procedures performed, no fraud on or by the Company has been noticed during the year.

Place: Hyderabad For RAMBABU & CO.,

Date: 27-08-2012 Chartered Accountants

Firm Reg. No: 002976S

RAVI RAMBABU

Partner M. No : 18541


Mar 31, 2011

We have audited the attached Balance Sheet of CURA TECHNOLGOES LIMITED, (Formerly known as SOFTPRO Systems Limited) HYDERABAD, as at 31st March, 2011 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date which we signed in reference to this Report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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.

1. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

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

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

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report comply with the Accounting Standard referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) In our opinion and based on written representations received from Directors, and taken on record by the Board of Director(s), none of the Director(s) 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;

vi) Subject to paragraph (iv) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

a) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

b) in so far as it relates to Profit and Loss Account, of the profit of the Company for the year ended on that date; and

c) in so far as it relates to Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors' Report: Referred to as in paragraph 1 of our Report of even date.

1. In respect of its Fixed Assets:

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

(b) As explained to us, all the Fixed Assets have not been physically verified by the Management during the year but there is a program of verification in phased periodical manner at regular intervals, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off substantial part of the assets. According to the information and explanations given to us, we are of the opinion that no transactions are affected involving disposal of assets so as to affect going concern status of the Company.

2. In respect of its Inventories:

As explained to us, the Company does not hold any inventories and, hence, the question of physical verification, procedures followed for verification and discrepancies thereof does not arise.

3. In respect of loans secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(a) During the year, the Company has granted interest free demand loans of Rs. 709.98 Lakhs to its wholly owned subsidiaries covered in the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan granted by the company to such wholly owned subsidiaries listed in the register maintained under section 301 of the companies act, 1956 are not, Prima facie, prejudicial to the interest of the company.

(c) In respect of interest-free demand loan granted, the principal amount is being receivable on demand and the question of overdue does not arise.

(d) There is no overdue amount in-respect of interest-free demand loan granted to parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for recovery of the Principal, and overdue amount of more than one lakh does not arise.

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 purchase of fixed assets, office equipment and for rendering of services. During the course of our audit, based on our audit procedures applied, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of 5,00,000 with parties covered above, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under apply.

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

8. We are informed and according to the information and explanations given to us, that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for the activities of the Company.

9. In respect of statutory dues:

(a) According to the records of the Company and as per the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees state insurance, Income tax, investor education and protection fund, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of Wealth tax, Income tax, Sales tax, Customs duty, Excise duty and Cess were outstanding, as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations 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, except taxes mentioned below, have not been deposited by the company on account of dispute.

Name of the Nature of the Amount Period to which Forum where Staute Dues (?) the amount relates dispute is pending

APVAT, 2005 Value Added Tax 9,25,791 2005-2006 Hon'ble High Court of AP.

APVAT, 2005 Value Added Tax 11,88,400 2006-2007 Hon'ble High Court of AP.

APVAT, 2005 Value Added Tax 15,40,143 2008-2009 Hon'ble High Court of AP.

10. In our opinion, the Company does not have accumulated losses at the end of the year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. As per the records of the Company 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, banks or debenture holders.

12. According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities and 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.

15. In our opinion and according to the information and explanations given to us, the Company has given corporate guarantee to the Andhra Bank for securing stand by letter of credit for securing loans taken by M/s Cura Global GRC Solutions Pte. Ltd. from Bank of India, to the tune of f 3413.33 Lakhs (US $ 7.12 millions) and further the company has provided security by the first pari-passu mortgage charge over Land & Buildings situated at Software Units Layout, Madhapur, Hyderabad.

16. In our opinion, during the year, the Company has not raised any fresh term loan.

17. In our opinion, according to the information and explanations given to us and on an overall examination of statements and records of the Company, that the funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

18. In our opinion and according to the information and explanations given to us, the Company has not issued debentures during the year.

19. In our opinion, the Company has not raised money by way of public issue for any specific purpose during the year.

20. During the year, the Company has made preferential allotment of 25,65,000 Equity shares of 10 each to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and 30,000 shares of Rs. 10 each to the employees in lieu of ESOP's. In our opinion, the price at which the said shares have been allotted is not prejudicial to the interest of the Company.

21. In our opinion, the Company is not required to create / register / modify any security (Charge) as the Company is not holding / issued any debentures.

22. According to the information and explanations given to us and based on audit procedures performed, no fraud on or by the Company has been noticed during the year.

For RAMBABU & CO., Chartered Accountants

Firm Reg. No: 002976S

RAVI RAMBABU

Place:Hyderabad Partner

Date :12.08.2011 M.No: 18541


Mar 31, 2010

We have audited the attached Balance Sheet of SOFTPRO SYSTEMS LIMITED, HYDERABAD, as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date which we signed in 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. 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 from 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.

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

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

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

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

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report comply with the Accounting Standards "except Accounting Standard 15 (Revised 2005) e. i. Employee benefits"referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) In our opinion and based on written representations received from Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) Subject to paragraph (iv) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

a) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b) in so far as it relates to Profit and Loss Account, of the profit of the Company for the year ended on that date; and

c) in so far as it relates to Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors Report: Referred to as in paragraph 1 of our Report of even date.

1. In respect of its Fixed Assets:

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

(b) As explained to us, all the Fixed Assets have not been physically verified by the Management during the year but there is a program of verification in phased periodical manner at regular intervals, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off substantial part of the assets. According to the information and explanations given to us, we are of the opinion that no transactions are affected involving disposal of assets so as to affect going concern status of the Company.

2. In respect of its Inventories:

As explained to us, the Company does not hold any inventories and, hence, the question of physical verification, procedures followed for verification and discrepancies thereof does not arise.

3. In respect of loans secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(a) During the year, the Company has granted interest free demand loans of Rs. 1353.33 Lakhs to parties covered in the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan granted by the company to such parties listed in the register maintained under section 301 of the companies act, 1956 are not, Prima facie, prejudicial to the interest of the company.

(c) In respect of interest-free demand loan granted, the principal amount is being receivable on demand and the question of overdue does not arise.

(d) There is no overdue amount in-respect of interest-free demand loan granted to parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for recovery of the Principal, and overdue amount of more than one lakh does not arise.

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 purchase of fixed assets, office equipment and for rendering of services. During the course of our audit, based on our audit procedures applied, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 with parties covered above, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under apply.

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

8. We are informed and according to the information and explanations given to us, that the Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956, for the activities of the Company.

9. In respect of statutory dues:

(a) According to the records of the Company and as per the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees state insurance, Income tax, investor education and protection fund, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of Wealth tax, Income tax, Sales tax, Customs duty, Excise duty and Cess were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations 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, except taxes mentioned below, have not been deposited by the company on account of dispute.

Name of the Nature of the Dues Amount Rs. Statute

APVAT, 2005 Value Added Tax 9,25,791/-

APVAT, 2005 Value Added Tax 11,88,400/-

APVAT, 2005 Value Added Tax 15,40,143/-



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

APVAT, 2005 2005-06 High Court of A.P.

APVAT, 2005 2006-07 High Court of A.P.

APVAT, 2005 2008-09 High Court of A.P.

10. In our opinion, the Company does not have accumulated losses at the end of the year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. As per the records of the Company 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, banks or debenture holders.

12. According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. In our opinion and according to the information and explanations given to us, the Company has given corporate guarantee to the Andhra Bank for securing stand by letter of credit for securing loans taken by M/s Cura Global GRC Solutions Pte. Ltd. from Bank of India, to the tune of Rs. 3413.33 Lakhs (US $ 7.12 millions) and further the company has provided security by the first pari-passu mortgage charge over Land & Buildings situated at Softpro Hights, Software Units Layout, Madhapur, Hyderabad.

16. In our opinion, during the year, the Company has taken a fresh term loan of Rs. 938 Lakhs from Andhra Bank and the funds were utilized for the purpose for which the loan were obtained and the outstanding amount on the balance sheet date is Rs. 911.50 Lakhs.

17. In our opinion, according to the information and explanations given to us and on an overall examination of statements and records of the Company, that the funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

18. In our opinion and according to the information and explanations given to us, the Company has not issued debentures during the year.

19. In our opinion, the Company has not raised money by way of public issue for any specific purpose during the year.

20. During the year, the Company has made preferential allotment of 9,25,000 Equity shares of Rs. 10/- each to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which the said shares have been allotted is not prejudicial to the interest of the Company.

21. In our opinion, the Company is not required to create / register / modify any security. (Charge) as the Company is not holding / issued any debentures.

22. According to the information and explanations given to us and based on audit procedures performed, no fraud on or by the Company has been noticed during the year.

Place: Hyderabad For RAMBABU & CO.,

Date: 25-08-2010 Chartered Accountants

Firm Reg. No: 002976S

RAVI RAMBABU

Partner

M. No : 18541

 
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