Auditor Report of G-Tech Info-Training Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of G-Tech Info Training Limited (the Company) which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii) 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 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;

a. in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. ; and

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of our report of even date, on the accounts of G-TECH INFO- TRAINING LIMITED for the year ended 31st March 2014.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company has no having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 with regard to purchases and fixed assets and for sale of services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

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

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2014 for a period of more than 6 months from the date they became payable

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2014.

(x) The Company has neither accumulated losses as at March 31,2014 nor has it incurred any cash losses during the financial year ended on that date and loss of Rs.12109/-in the immediately preceding financial year ended 31st March''2013.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

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

(xv) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

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

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

(xx) The Company has not raised funds from Public Issue during the year under audit.

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

For Verma Mehta & Associates Chartered Accountants Sd/-

Mrugen H. Shah

Partner.

Firm Reg No: 112118W Place :Mumbai,

Membership. No: 114770 Date : 28th May, 2014

---

Mar 31, 2013

We have audited the accompanying financial statement of G-Tech Info Training Ltd ("the Company") which comprise the Balance Sheet as at 31st March 2013, 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 financial position, financial performance and cash flows of the company in according with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Company 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 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 Accounts 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 assessment, 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 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 gives the information required by the Act in the manner so required and give a true and fair view in conformity with the according 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 2013; (ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (iii) 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, 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 sub-section (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 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our report of even date, on the accounts of G- TECH INFO- TRAINING LIMITED for the year ended 31st March 2013.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 with regard to purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

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

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2013 for a period of more than 6 months from the date they became payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2013.

(c) The Company has accumulated losses of Rs. 96,802,987 exceeding more than 50% of its net worth at the end of the financial year 2013. However, the Company has incurred cash loss Rs. 12,109/- during the financial year and a loss of Rs. 25,825/- in the immediately preceding financial year ended 31st March, 2012.

(d) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(e) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

(f) 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.

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

(h) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(i) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(j) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(k) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

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

(m) The Company has not raised funds from Public Issue during the year under audit.

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

For AGARWAL DESAI & SHAH

Chartered Accountants FRNo: 124850W

sd/-

(Mrugen H. Shah)

Partner

M. No. : 114770

Place: Mumbai

Date: 28th May, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of G-TECH INFO-TRAINING LTD as at 31st March 2012, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) order, 2004 (now herein after referred to as the 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet , Profit & Loss Account and Cash Flow Statement deal with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the Directors were disqualified as on March 31st, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts 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 :

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

2. In the case of the Profit and Loss Account of the Profit for the year ended on 31st March 2012.

3. In case of the Cash Flow statement of the Cash Flow for the year ended on 31st March 2012.

Referred to in paragraph 3 of our report of even date, on the accounts of G-TECH INFO-TRAINING LIMITED for the year ended 31st March 2012.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 with regard to purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

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

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2012 for a period of more than 6 months from the date they became payable except Rs.34,448/- TDS.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2012.

(c) The Company has accumulated losses exceeding more than 50% of its net worth at the end of the financial year 2012. However, the Company has incurred cash loss Rs.3,56,00,817/- during the financial year and a profit of Rs. 59,183/- in the immediately preceding financial year ended 31st March 2011.

(d) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(e) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

(f) 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.

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

(h) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(i) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(j) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(k) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

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

(m) The Company has not raised funds from Public Issue during the year under audit.

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

For AGARWAL DESAI & SHAH

Chartered Accountants

FRNo: 124850W

sd/-

(Mrugen H Shah)

Partner Place :Mumbai,

M. No: 114770 Date : 28th July, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of G-TECH INFO-TRAINING as at 31st March 2011, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) order, 2004 (now herein after referred to as the 'Order') 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 the paragraphs 4 and 5 of the said Order.

4. Further subject to our comments in the Annexure referred to in paragraph 1 above we report that:-

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

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement deal with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified as on March 31,2011 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, they said Balance Sheet , Profit & Loss Account and Cash Flow Statement read together with the other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

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

(ii) In the case of the Profit and Loss Account of the Company of the Profit for the year ended on 31st March 2011.

(iii) In case of the Cash Flow statement of the Company of Cash Flow for the year ended on 31st March 2011.

ANNEXURE TO A UDITORS REPORT.

Referred to in paragraph 1 of our report of even date, to the share holders of G-TECH INFO- TRAINING LIMITED of the account for the year ended 31st March 2011.

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sales the goods during the year nor is there any opening stock hence clause (b) & (c) is not applicable.

(iii) (a) We have been informed that the company has not granted any loans, secured or unsecured to companies, forms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(b) We have been informed that the company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable.

(iv) 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 with regards to purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us and the information and explanation provided by management, we are of the opinion that there were no transaction during the year that, need to be entered in the Register maintained under section 301 of the Companies Act 1956.

(vi) The company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

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

(viii) The rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

(ix) (a) According to the records of the Company the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, cess and other material statutory dues as applicable have been regularly deposited by the company during the year with the appropriate authorities.

According to information and explanations given to us, no undisputed amounts payable were outstanding at the yearend for a period of more than 6 months from the date they become payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March 2011.

(x) The company has accumulated losses exceeding more than 50% of its net worth at the end of the financial year 2011. However, the Company has not incurred cash losses during the financial year and also in the immediately preceding financial year ended 31st March 2010.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) As explained to us, 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) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) According to the records of the Company the Company has not borrowed any Term Loan hence comment under the clause is not called for.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

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

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

(xx) The Company has not raised funds by public issue during the year under audit.

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

For AGARWAL DESAI & SHAH

Chartered Accountants

Firm Reg. No: 124850W

Sd/-

(Mrugen H Shah)

Partner

M. Ship Number: 114770

Place : Mumbai, Date : 30th August, 2010

---

Mar 31, 2010

We have audited the attached Balance sheet of G-TECH INFO-TRAINING LIMITED as at 31ST MARCH 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) order, 2004 (now herein after referred to as "the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further subject to our comments in the annexure referred to in paragraph 1 above we report that:-

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

b) In our opinion, proper books of accounts as required by Law have been kept by the Company, so far as appears from our examinations of the Books;

c) The Balance-sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts of the Company;

d) In our opinion the Profit & Loss Account and Balance sheet comply with the requirement of the Accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956,

e) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors of the Company 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 Balance-sheet and Profit & Loss Account read together with the other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view :

1 In case of the Balance-sheet, of the state of affairs of the Company as at 31st March 2010; and

2 In case of the Profit & Loss Account of the Profit for the year ended on 31st March 2010.

3 In case of the Cash Flow Statement of Cash Flow for the year ended on 31st March 2010.

Referred to in the Paragraph 1 of our report of even date, to the shares holders of G-TECH INFO- TRAINING LIMITED of the account for the year ended 31st March 2010

(i) The Company is not having any Fixed Assets , hence clause (b) & ( c) is not applicable.

(ii) The Company is not having trading business, hence clause (b) & (c) is not applicable.

(iii) (a) We are informed that the company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(b) We are informed that the company has not taken any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable

(iv) 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 with regard to purchases of Inventory and fixed assets and for sale of goods and services. During the course of our audit , no major weakness has been noticed in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) 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 301of the Companies Act, 1956 and exceeding the value of Rupee five lacs in respect of any party during the year have been made at price which are reasonable, having regard to the prevailing market price at the relevant time where such market prices are available.

(vi) The Company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

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

(viii) The Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

(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, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 a period of more than six months from the date they became payable.

(x) The Company have accumulated losses of Rs. 611.85 lacs at the end of the financial year 2010. Further, the Company has not incurred cash losses during the financial year ended 31st March 2010 and in the immediately preceding financial year ended 31st March 2009.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) We are of the opinion that the Company has maintained adequate records where the company has granted 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) According to the information and explanations given to us, the company has maintained proper records of transactions and contracts showing full particulars of investments including quantitative details. The company has made entries timely.

(xv) As explained to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) As explained to us the Company has not taken any Term Loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

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

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

(xx) The Company has not raised funds by public issue during the year under audit.

(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 AGARWAL DESAI & SHAH

Chartered Accountants

(Mrugen H Shah)

Partner

M. No. 114770

Place : Mumbai

Date : 27th August, 2010

---

Mar 31, 2009

We have audited the attached Balance sheet of G-TECH INFO-TRAING LIMITED as at 31ST MARCH 2009 and also the Profit & Loss Account of the Company for. the year ended on that date annexed thereto.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) order, 2004 (now herein after referred to as "the Order") 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 oh the matters specified in paragraphs 4 and 5 of the said Order.

Further subject to our cdmments in the annexure referred to in paragraph 1 above we report that :-

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

b) In our opinion, proper books of accounts as required by Law have been kept by the Company, so far as appears from our examinations of the Books;

c) The Balance-sheet and Profit & Loss Account deak with by this report are in agreement with the books of accounts of the Company;

d) In our opinion the Profit & Loss Account and Balance sheet comply with the requirement of the Accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956,

e) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors of the Company is discussing as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section 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 Balance-sheet and Profit & Loss Account read together with the other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

1 In case of the Balance-sheet, of the state of affairs of the Company as at 31st March 2009; and

2 In case of the Profit & Loss Account of the Profit for the year ended on 31st March 2009.

3 In case of the Cash Flow Statement of Cash Flow for the year ended on 31st March 2009.

ANNEXURE TO THE AUDITORS REPORT Referred to in the Paragraph 1 of our report of even date, to the shares holders of G-TECH INFO-TRAINING LIMITED of the account for the year ended 31st March 2009

(i) (a) The Company is not having any Fixed Assets, hence clause (b) &( c) is not applicable.

(ii) (a) The Company is not having trading business, hence clause (b) & (c) is not applicable.

(iii) (a) We are informed that the company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(e) We are informed that the company has not taken any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable

(iv) 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 with regard to purchases of Inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (a)According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) 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 301of the Companies Act, 1956 and exceeding the value of Rupee five lacs in respect of any party during the year have been made at price which are reasonable, having regard to the prevailing market price at the relevant time where such market prices are available.

(vi) The Company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

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

(viii) The Rules made by the Central Government for the maintenance of cost records under section 209 (1) the Companies Act, 1956 are not applicable to the Company.

(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, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2009 a period of more than six months from the date they became payable.

(x) The Company have accumulated losses of Rs. 612.65 lacs at the end of the financial year 2009.which is more than the 50% of net worth of the company . Further, the Company has not incurred cash losses during the financial year ended 31st March 2009 and in the immediately preceding financial year ended 31st March 2008.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) We are of the opinion that the Company has maintained adequate records where the company has granted 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) According to the information and explanations given to us, the company has maintained proper records of transactions and contracts showing full particulars of investments including quantitative details. The company has made entries timely.

(xv) As explained to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) As explained to us the Company has not taken any Term Loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of

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

(xx) The Company has not raised funds by public issue during the year under audit.

(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 AGARWAL DESAI & SHAH

Chartered Accountants

(Mrugen H Shah) Partner

Place: Mumbai Date: 01.09.2009