Auditor Report of GEE Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Board of Directors of GEE Limited

Report on the Indian Accounting Standard ("Ind AS") Financial Statements for the year ended 31st March, 2023

OPINION

We have audited the financial statements of GEE Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023,and the Statement of
Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial
statements'').

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 Companies Act 2013 (the“Act'') in the manner so required and giveatrueand fair view in conformity with the Indian Accounting Standard
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended (Ind AS) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, the profit and total comprehensive income, changes in
equity and its cash flows for theyear ended on that date.

BASIS F0R0PINI0N

We conducted our audit of the financial statement in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe
thattheaudit evidence we haveobtained is sufficientand appropriate to providea basis for ouropinion on thefinancial statements

EMPHASISOFMATTER

We draw your attention to Note No. 53.12 of the financial statement which states that the balance in trade receivables, trade payable, other receivables,
Loans & advances & deposits are subject to confirmation and reconciliation.The management, however does not expea any material changes on account
ofconfirmation/reconciliation.

Ouropinion is not modified in respeaofthis matter.

KEYAUDITMATTERS

Key audit matters (''KAM'') are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period.These matters were addressed in thecontextofouraudit of thefinancial statements asa whole,and in forming our opinion thereon,andwe
do not provide a separate opinion on these matters.

Information Other than the Financial Statementsand Auditor''s Report thereon

The Company''s management and Board of Directors are responsible for the other information.The other information comprises the information
included in the Company''s annual report,but does not include thefinancial statements and our auditors'' report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In
connection with our audit ofthefinancial statements,our responsibility is to read the other information and,in doing so,consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.

We have nothing to report in this regard.

Responsibility of Management and those charged with governance for the Financial Statement

The Company''s Board of Directors is responsiblefor the matters stated in section 134(5) of theCompaniesAct,2013 with respect to the preparation of
these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act. This responsibility also includes responsible the maintenance of the adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness oftheaccounting records,relevantto the preparation and presentation of thefinancial statementthatgivea true and fair view and are
free from material misstatement,whetherdue to fraud or error.

in preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the
Group ortoceaseoperations,or has no realistic alternative but to do so.

The Board of Directors is responsiblefor overseeing theCompany''sfinancial reporting process.

Auditor’s Responsibilities forthe Audit oftheFinanrial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basisofthese financial statements

As part of an audit inaccordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement ofthefinancial statements, whether due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery, intentional omissions,
misrepresentations^ the override of internal control.

¦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial
controls with reference to financial statements in placeand the operating effectivenessofsuch controls.

¦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.

* Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained,
whethera material uncertainty exists related to events or conditions that may castsignificant doubton the Company''s ability to continue asa going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of ourauditors''report.However,future events or conditions may cause the Company to cease to continueasa going concern.

¦ Evaluate theoverail presentation,structureand content of the financial statements,including thedisdosures,and whether the financial statements
represent the underlying transactionsand events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the audit and significant
auditfindings, including any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence,and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and whereapplicable,related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters.We describe these matters in ourauditors'' report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) oftheAct,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 ouraudit.

(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 (including other comprehensive income), the Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this Report are in agreementwith the booksofaccount.

(d) In our opinion,the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On thebasisofthe written representations received from thedirectorsas on 31 March 2023 taken on record by the Board of Directors,noneof the
directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls,refer to our separate Report in"Annexure A"

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

i. The Company has disclosed the impact of pending litigations on its financial position of the financial statements.

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

iii. Therehasbeennodelayintransferringamounts,requiredtobetransferred,tothelnvestorEducationand Protection Fund.

iv.

a) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from
any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall: directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee,securityorthe like from or on
behalf of the Ultimate Beneficiaries;and

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from
any persons or entities,including foreign entities ("Funding Parties"), with the understanding,whether recorded in writing or

otherwise that the Company shall: directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries;and

c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub clause (i)(a) and (i)(b) contain any material misstatement.

v. TheCompany has not paid or declared any dividend during theyear.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which
has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f, April 01,2023, and accordingly, reporting under
Rule 11(g) of Companies (Auditand Auditors) Rules,2014is notapplicableforthefinancialyearended March 31,2023.

2. With respecttothematterto be included in the Auditor''s Report underSection197(16)ofthe Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the
current year is in accordance with the provisions of Sectionl 97 of the Act.The remuneration paid to any director is not in excess of
the limit laid down under Section 197 of the Act.The Ministry of Corporate Affairs has not prescribed other details under Section
197(16) of the Act which are required to be commented upon by us,

3. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of subsection
(11) of section 143 of the Act, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent
applicable.

For R Dokania & Co.

Chartered Accountants
FRN:-322739E

SandeepAgarwal

Partner

Memb. No: 064912

Place: Kolkata

Date: 25 November, 2023

UDIN: 23064912BGWEV04715

---

Mar 31, 2018

Report on the Ind AS Financial Statements for the year ended 31^st March, 2018

We have audited the accompanying Ind AS financial statements of GEE Limited ("the Company"), which comprise the Balance Sheet as at 31“ March, 2018,the Statement of Profit and Loss including the statement of other comprehensive income, the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015,as amended.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31“ March, 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31“ March, 2017 and the transition date opening balance sheet as at 1“ April 2016 included in these standalone Ind AS financial statements, are based on previously issues statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31“ March, 2017 and 31“ March, 2016 dated 27* May 2017 and 28^lh May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of

the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeandbeliefwerenecessaryfor 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 including other comprehensive income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015,asamended;

e. On the basis of written representations received from the directors as on 31“ March 2018,and taken on record by the Board of Directors, none of the directors is disqualified as on 31” March 2018,from being appointed as a director in-terms of subsection (2) of section 164of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B";

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - refer note no.31 to the Ind AS financial statements;

ii. As represented by the Company, there are no long-term contracts including derivative contracts having material foreseeable losses;

iii. As represented by the company there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company (Refer Note No.44)

Annexure A to the Independent Auditors'' Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement” of our Report of even date to the Members of GEE Limited on the Ind AS financial statements for the year ended 31" March, 2018]

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

b) Fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) All the title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and there is no material discrepancies noticed on physical verification of inventory.

3. The Company has not granted any loans, secured or unsecured, to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

4. The Company has not granted any loans, guarantees, and security under section 185 and 186 of the Act. In respect of its investments the Company has complied with provision of Section 186 of the Companies Act,2013.

5. The Company has not accepted deposits from public, within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the central government for maintenance of cost records under sub section (1) of section 148 of Companies Act, 2013, in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with the view to determine whether these are accurate or complete.

7. a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, employee''s state insurance fund, income tax, sales tax, value added tax, service tax, custom duty, excise duty, goods and services tax, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31st March 2018.

b) According to the information and explanations given to us and the records of the Company examined by us, following are Statutory dues of Income tax, sales tax, value added tax, custom duty and excise duty as at31st March 2018, which have not been deposited on account of dispute:

	Name of Statute	Year	Disputed Liability (in Rs.)	Pre Deposit/ Credit reversal (in Rs.)	Net Liability (in Rs.)	Forum where dispute is pending
1	Customs Act 1962	2008-09	10,209,629	1,500,000	87,09,629	CESTAT, Mumbai
2	Customs Act 1962	2011-13	2,865,797	2,14,935	2,650,862	CESTAT, Koikata
3	Central Sales tax	2005-06	2,241,572	1,100,000	1,141,572	Deputy Commissioner of SalesTax-Thane
4	Central Sales tax	2006-07	1,039,928	1,000,000	39,928
5	Central Sales tax	2007-08	16,42,701	850,000	792,701
6	Central Sales tax	2008-09	42,69,497	1,255,120	3,014,377
7	Central Sales tax	2009-10	21,82,231	10,00,000	11,82,231
8	Central Sales tax	2010-11	14,80,686	1480686	-
9	Central Sales tax	2011-12	2,315,775	2315775	-	Deputy Commissioner of Sales Tax Thane City Division-Thane
10	Central Sales tax	2012-13	4,93,094	1,00,000	3,93,094	Joint Commissioner, Commercial Taxes, Howrah Circle
11	Central Sales tax	2014-15	2,44,328	52,000	1,92,328	Joint Commissioner, Commercial Taxes, Howrah Circle
12	WB Value added Tax	2012-13	8,55,498	1,28,566	7,26,932	Joint Commissioner, Commercial Taxes, Howrah Circle
12	WB Value added Tax	2014-15	2,58,151	77,200	1,80,951	Joint Commissioner, Commercial Taxes, Howrah Circle
14	The W.B.Taxon Entry of Goods into Local Areas Act, 2012	2012-13 to 2013-14	67,46,153		67,46,153	West Bengal Taxation Tribunal
15	Central Excise Act,1944	2008-09	4,02,49,979	3,08,58,313	93,91,666	CESTAT, Mumbai
16	Central Excise Act,1944	2008-11	88,04,766	-	88,04,766	CESTAT, Koikata
17	Central Excise Act,1944	2009-11	1,45,487	7,76,327	1,45,487	CESTAT, Koikata
18	ESIC	April 2009 to	14,80,258	-	7,03,931	Industrial Court Thane.
19	Income Tax Act 1961 (TDS)	March 2014 Various years per TRACES	5,77,800		5,77,800	Rectification With TRACES/Income Tax Department

Net liability of custom duty and sales tax is exclusive of interest and penalty.

8. The Company has not defaulted in repayment of loans to banks as at 31^st March 2018.

9. The Company has not raised any Initial Public Offer or further public offer. The term loan (including vehicle loan) was obtained for funding fixed Assets and has been utilized accordingly.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the Company or any fraud on the Company by its officers or employees that have been noticed or reported during the year nor have we been informed of any such case by management.

11. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act.

12. the company is not a nidhi company.Accordingly,clause3 (xii) of the Order is not applicable to the Company.

13. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable, and the details have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. The Company has not entered into non-cash transactions covered by Section 192 of Companies Act,2013 with directors or persons connected with them.

16. The Company is not engaged in the business of non-banking financial institution (NBFI) and is not required to be registered under Section 45-IA of theReserveBankoflndiaAct,1934.Accordingly,clause3(xvi)of the Order is not applicable to the Company.

ANNEXURE B

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of GEE Limited on the Ind AS financial statements for the year ended 31" March, 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Art")

We have audited the internal financial controls over financial reporting of GEE Limited ("the Company") as of 31 ” March,2018 in conjunction with our audit of the Ind AS financial statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgments, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial re porting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the Internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 ” March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For P. B. SHETTY & CO

Chartered Accountants

Firm registration number - 110102W

Brijesh Shetty

Partner

Membership No. 131490

Place: Mumbai

Date: May 30,2018

---

Mar 31, 2016

Independent Auditor^ Report To the members of GEE Limited Report on the Financial Statements for the year ended 31 ‘March, 2016

We have audited the accompanying financial statements of GEE Limited ("the Company") which comprise the Balance Sheet as at 31“ March 2016, 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.

Managements Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of the 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, 2014.7his responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 Companyasat31^a March,2016,and its profit and its cash flows for the year ended on that date.

Emphasis of matter

Wed raw attention to

a. Note No.26 b) relating to Custom duty of Rs.15,00,000/- paid under protest,

b. Note no.26 b) relating to Excise duty of Rs.2,07,10,006/- paid under protest,

c. Note no.26 b) relating to disputed CENVAT Credit.

d. Note No.26 c) relating to Sales Tax/Vat for F.Y.2005-06, 2006-07, 2007-08, 2008-09 & 2009-10 of Rs.11,00,000/-, Rs.10,00,000/-, Rs,8,50,000 Rs.12,55,000/-& Rs.5,00,000/- respectively paid under protest.(As fully described in respective notes)

The Company has appealed to respective authority for above disputes and expects no major impact on the financial position and cash flow of the Company. Our opinion is not qualified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order”), as issued by Central Government of India in terms of sub section (11) of section 143 of Companies Act2013 (18 of 2013) we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required bisection 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 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 Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,2014;and

e. On the basis of written representations received from the directors as on 31" March 2016,and taken on record by the Board of Directors, none of the directors is disqualified as on 31* March 2016,from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act; 2013.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unqualified opinion on the adequacy and operating effectiveness of the company''s internal financial controls over financial reporting.

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

i. The Company Does not have any pending litigation which can have material impact on its financial position in its financial statement

ii. As represented by the company, there are no foreseeable material losses in

iii. As represented by the Company, Rs.31,243.20 was required to be transferred to Investor education and protection fund in respect of unclaimed Dividend forF.Y.2007-08and same has been disclosed in the financial statements.(Refer Note No.41)

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

b) The Fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification and the same has been properly dealt with in the books of account.

c) The title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory and there is no material discrepancies noticed on physical verification of inventory.

3. The Company has not granted any loans, secured or unsecured to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. The Company has neither granted any loans, guarantees, and security nor made Investments under section 185 and 186 of the Act hence no disclosure required under this clause.

5. The Company has not accepted deposits from public; within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the central government for maintenance of cost records under Sub- section (1) of section 148 of the Companies Act 2013, in respect of its products and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. However we have not carried out detailed examination of the records with the view to determine whether these are accurate or complete.

7. a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular

in depositing undisputed statutory dues including Provident Fund, employee''s state insurance fund, income tax, sales tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31⁹ March 2016.

b) According to the information and explanations given to us and the records of the Company examined by us, there are dues of Income tax, sales taxi custom duty and excise duty as at 31" March 2016, which have not been deposited on account of dispute are as follows:

Name of Statute	Year	liability (InRs.)	Pre-Deposit (InRs.)	Net Liability In Rs.	Forum Where dispute is pending
Customs Act 1962	2008-09	10,209,629	1,500,000	87,08,629	Commissioner of Customs, Mumbai
Central Sales Tax	2005-06	2,241,572	1,100,000	1,141,572	Joint Commissioner of Sales Tax (Appls) Vlll-Thane Zone
Central Sales Tax	2006-07	1,039,928	1,000,000	39,928
Central Sales Tax	2007-08	1,642,701	850,000	792,701
Central Sales Tax	2008-09	4,269,497	1,255,120	3,014,377
Central Sales Tax	2009-10	4,244/443	500,000	3,744,443
Income Tax Act,1961 (as per TDS TRACES)	Various Years per TRACES	9,96,320		996,320	Company in process of filing Necessary rectification with TRACES/IT department

Net liability of custom duty and sales tax is exclusive of interest and penalty.

8. The Company has not borrowed money from government financial institutions or byway of debentures .The amount due from bank are paid on time and there are no overdoes as at year end.

9. The Company has not raised any Initial Public Offer or further public offer. The term loan was obtained for funding fixed Assets and has been utilized accordingly.

10. Based upon the audit procedures performed and information and explanations given by the management and to the best of our knowledge we report that we have not come across any instances of fraud by the company or any fraud on the company by its officers or employees that have been noticed or reported during the year nor have we been informed of such a case by management.

11. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule Vto the companies Act

12. The Company is not a chit fund Company/or Nidhi/mutual benefit fund/society.

13. In our opinion and according to information and explanation given to us. all Transactions with the related parties are incompliance with section 177and 188 of the Companies Act 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or folly or partly convertible debentures and hence reporting under this clause is not applicable to the Company.

15. In our opinion and according to information and explanation given to us during the year the Company has not entered into non-cash transactions covered by Section 192 of Companies Act,2013 with directors or persons connected to its directors and hence the provision of Sec 192 are not applicable.

16. The company is not engaged in the business of non-banking financial institution (NBFI) and not required to obtain a Certificate of Registration (CoR) from Reserve Bank of India to commence/carry on business of NBFI in terms of Section 45-IA of the RBI Act, 1934.

Report on the Internal Financial Cointrolsunder Gause (0 of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act”)

We have audited the internal financial controls over financial reporting of GEE Limited ("the Company") as of March 31,2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditor''s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Flanna Controls over Flanna Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For FORD RHODES PARKS & Co. LLP

Chartered Accountants

FRN. 102860W/W100089

Place: fhane A.H.SHENOY

Date: May 28,2016 MEMBERhlpNo.FCA.,549

---

Mar 31, 2015

We have audited the accompanying financial statements of GEE Ltd ("the Company") which comprises of the Balance Sheet as at 31st March 2015, 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 Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to

a. Note No. 26 relating to Custom duty of Rs. 15,00,000/- paid under protest,

b. Note No. 26 relating to Excise duty of Rs. 2,07,10,006/- paid under protest,

c. Note No. 26 relating to Sales Tax / Vat for F.Y.2005-06, 2006-07 & 2008-09 of Rs. 11,00,000/-, Rs. 10,00,000/- & Rs. 12,55,000/- respectively paid under protest.

As fully described in respective notes.

The Company has appealed to respective authority for above disputes and expects no major impact on the Financial position and Cash flow of the Company

Our opinion is not qualified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), as issued by Central Government of India in terms of sub section (11) of section 143 of Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 purpose of our audit;

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in 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 sub section (2) of section 164 of the Companies Act, 2013, and

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

i. The Company Does not have any pending litigation which can have material impact on its financial position in its financial statement

ii. As represented by the company, there are no foreseeable material losses in respect of long-term contracts including derivative contracts

iii. As represented by the company, there are no amounts required to be transferred to Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt with in the books of account

2. (a) As explained to us, inventories have been physically verified by the management at reasonable intervals and also at the close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records have been properly dealt with by the company.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items purchased are of special nature for which suitable alternative sources are not readily available for obtaining comparative quotations, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase oi inventories and fixed asset and for sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. The Company has not accepted any deposits from the public,, within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under.

6. The Central Government has not prescribed maintenance of cost records under Section 148 of the Companies Act 2013.

7. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31st March 2015 outstanding for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us by Management and the records of the Company, examined by us, there were no undisputed dues in respect of Sales Tax, Income-Tax, Custom Duty, Wealth-Tax, Excise Duty and Cess not deposited as at 31st March 2015 on account of any dispute.

(c) According to the information and explanations given to us and records of the Company examined by us, in our opinion, there are no amounts payable to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules there under.

8. The Company has no accumulated losses as at 31st March, 2015. It has not incurred any losses during the financial year covered by the audit and in the immediately preceding financial year.

9. The company has availed working capital facility from Banks.

10. The Company has not obtained any term loans.

11. Based on our audit procedure and the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of its dues to banks during the year.

12. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For Ford, Rhodes, Parks & Co. Chartered Accountants ICAI Firm Registration NO.102860W

A.D.Shenoy Place: Mumbai Partner Date: 30th May, 2015 Membership No.11549

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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. 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. 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 31st 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:

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, 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

v. 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.

Annexure to the Auditors'' Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of GEE LIMITED on the financial statements for the year ended 31st March, 2014]

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt with in the books of account.

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

2. (a) As explained to us, inventories have been physically verified by the management at reasonable intervals and also at the close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clause (a),(b),(c) and (d) are not applicable.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (f) and (g) of paragraph 4 of the Order are not applicable to the Company for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedure.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the Public within the meaning of the provisions of Sections 58A and 58AA of the Act.

7. The Company has appointed a firm of Chartered Accountants for conducting internal audit of the Company for the current financial year. In our opinion the internal audit system is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost accounting records maintained by the company pursuant to the Companies (cost accounting records) Rules 2011, prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 from this year. We are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31st March 2014 outstanding for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us by Management and the records of the Company, examined by us, there were no undisputed dues in respect of Sales Tax, Income-Tax, Custom Duty, Wealth-Tax, Excise Duty and Cess not deposited as at 31st March 2014 on account of any dispute except the following:

Name of status Nature of due Net Amount Period Central sales Sales Tax /VAT(Excluding 10,70,288 2005-2006 Tax Act, 1956 interest & penalty) Central sales Sales Tax/VAT 17,87,188 2008-2009 Tax Act, 1956 (Excluding interest & penalty)

Name of status Forum at Dispute is pending Central sales Deputy Commissioner of Tax Act, 1956 Sales Tax (Appeals) Central sales Deputy Commissioner of Tax Act, 1956 Sales Tax (Appeals) 10. The Company has no accumulated losses as at 31st March, 2014. It has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of its dues to banks during the year.

12. As per the books and records, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause (XIII) of the Order is not applicable as the Company is not a chit fund Company or nidhi/ mutual benefit fund/society.

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

15. According to the information given to us and Managements'' representation the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilization of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the term loans taken by the Company have been utilized for the purpose for which they were obtained.

17. On the basis of our review of utilization of funds on overall basis and related information and explanations as made available to us and as represented to us by the Management, funds raised on short-term basis have not been used for long-term investments and vice-versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures and hence para XIX of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For FORD, RHODES, PARKS & Co. Chartered Accountants Firm Registration No. 102860W

A. D. SHENOY Place: Mumbai Partner Date : May 30,2014 Membership No.FCA 11549

---

Mar 31, 2013

Report on the Financial Statements for the year ended 31st March'''' 2013

We have audited the accompanying financial statements of GEE LIMITED ("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 fortheFinancialStatements

Management is responsible forthe preparation ofthese financial statements thatgiveatrueandfairviewofthefinancialposition''''financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act'''' 1956 ("the Act").This responsibility includes the design'''' implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that givea true and fairviewand are free from material misstatement'''' whetherdue 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 theauditto obtain reasonableassuranceaboutwhetherthefinancial 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.ln making those risk assessments'''' the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by managements well as evaluating the overall presentation of thefinancial statements.

We believe thatthe audit evidence we have obtained is sufficientand appropriate to provideabasisforouraudit 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 mannersorequiredand givea trueand fair viewin conformity with theaccounting 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 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 forthe 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 paragraphs4and 5 of the Order.

2. As required by section 227(3) of the Act'''' 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 booksof account as required by lawhave been kept by theCompany so farasappearsfromourexaminationofthose

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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act'''' 1956;and v. on the basis of written representations received from the directors as on 31" March 2013'''' and taken on record by the Board of Directors'''' none of the directors is disqualified as on 31" 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 pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of

GEE LIMITED on the financial statements for the year ended 31" March'''' 2013]

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt with in the books of account.

(c) During theyear''''theCompany has not disposed off any substantial part of thefixed assets so astoaffectthegoing concern.

2. (a) Asexplained to usjnventories have been physically verified by the managementat reasonable intervalsandalsoatthedose of theyear.

(b) In our opinion'''' the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loans'''' secured or unsecured to companies''''firms or other parties covered in the register maintained under

Section 301 of the Act.Therefore clause (a)''''(b)'''' (c) and (d) are not applicable. (b) The Company has not taken any loans'''' secured or unsecured''''from companies''''firms or other parties covered in the register maintained under Section 301 of the Act.Accordingly''''clauses(f) and (g) of paragraph 4of the Order are notapplicable to the Company forthecurrentyear.

4. In our opinion and according to the information and explanations given to us''''there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit'''' we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedure. i

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the Management'''' we are of the opinion that the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register. (b) According to the information and explanations given to us''''the transactions made in pursuance of such contracts or arrangements have been made at prices'''' which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the Public within the meaning of the provisions of Sections 58A and 58AA of the Act.

7. The Company has appointed a firm of Charted Accountants for conducting internal audit of the Company for the current financial year. In our opinion the internal audit system is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost accounting records maintained by the company pursuant to the Companies (cost accounting records) Rules 2011'''' prescribed by the Central Government under Section 209(1) (d) of the Companies Act'''' 1956 from this year. We are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us'''' the Company has been regular in depositing undisputed statutory dues'''' including Provident Fund'''' Investor Education and Protection Fund''''Employees'' State lnsurance''''lncome-tax'''' Sales-tax'''' Wealth Tax''''CustomDuty''''ExciseDuty''''Cessand any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31s'' March 2013 outstanding for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us by Management and the records of the Company'''' examined by us'''' there were no undisputed dues in respect of Sales Tax'''' Income-Tax'''' Custom Duty'''' Wealth-Tax'''' Excise Duty and Cess not deposited as at 31" March 2013 on account of any dispute

10. The Company has no accumulated losses as at 31 * March'''' 2013. It has not incurred any losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and the information and explanations given to us by the Management'''' we are of the opinion that the Company has not defaulted in repayment of its dues to banksduring theyear.

12. As per the books and records'''' the Company has not granted any loans or advances on the basis of security by way of pledge of shares'''' debentures and other securities.

13. Clause (XIII) of the Order is not applicable as the Company is notachitfund Company or nidhi/mutualbenefitfund/society.

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

15. According to the information given to us and Managements'' representation the Company has not given any guarantee for the loans taken by others from banks orfinancial institutions during the year.

16. On the basis of our review of utilization of funds pertaining to term loans on overall basis and related information and explanations as made available to us''''the term loans taken by the Company have been utilized forthepurposefor which they were obtained.

17. On the basis of our review of utilization of funds on overall basis and related information and explanations as made available to us and as represented to us by the Management''''funds raised on short-term basis have not been used for long-term investments and vice-versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of theActduringtheyear.

19. The Company has not issued any debentures and hence para XIX of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us'''' no fraud on or by the Company has been noticed or reported during theyear.

For FORD'''' RHODES'''' PARKS & Co.

Chartered Accountants

Firm Registration N o. 102860W

A. D. SHENOY

Place: Mumbai Partner

Date : May 30''''2013 Membership No. FCA 11549

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of GEE Limited, as at 31st March, 2012 and also 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 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) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in paragraph 3 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 purposes 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 the books.

iii) The Balance Sheet, Profit and Loss account and the 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 the 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.

v) On the basis of written representations received from the Directors as on 31 st March , 2012 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, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the significant accounting policies and notes to the 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

b) in the case of the Profit and Loss account, of the profit for the year ended on that date and

c) in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt within the books of account.

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

2. (a) As explained to us, inventories have been physically verified by the management at reasonable intervals and also at the close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clause (a), (b), (c) and (d) are not applicable.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (f) and (g) of paragraph 4 of the Order are not applicable to the Company for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedure.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the Public within the meaning of the provisions of Sections 58A and 58AA of the Act.

7. The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company and hence the question of maintenance of such accounts and records does not arise.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31 st March 2012 outstanding for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us by Management and the records of the Company, examined by us, there were no undisputed dues in respect of Sales Tax, Income-Tax, Custom Duty, Wealth-Tax, Excise Duty and Cess not deposited as at 31st March 2012 on account of any dispute

10. The Company has no accumulated losses as at 31 st March, 2012. It has not incurred any losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of its dues to banks during the year.

12. As per the books and records, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause (XIII) of the Order is not applicable as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

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

15. According to the information given to us and Managements' representation the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilization of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the term loans taken by the Company have been utilized for the purpose for which they were obtained.

17. On the basis of our review of utilization of funds on overall basis and related information and explanations as made available to us and as represented to us by the Management, funds raised on short-term basis have not been used for long-term investments and vice-versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures and hence para XIX ofthe Order is not applicable.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For FORD, RHODES, PARKS & Co.

Chartered Accountants

Firm Registration No. 102860W

A. D. SHENOY

Place: Mumbai Partner

Date : May 30,2012 Membership No. FCA 11549

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of GEE Limited, as at 31st March, 2011 and also 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 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) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in paragraph 3 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 purposes 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 the books.

iii) The Balance Sheet, Profit and Loss account and the 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 the 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.

v) 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 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) In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the significant accounting policies and notes to the 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 :

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011,

b) in the case of the Profit and Loss account, of the profit for the year ended on that date and

c) in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

Annexure To The Auditor's Report (Referred To In Paragraph 3 Of Our Report Of Even Date)

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

the fixed assets.

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt with in the books of account.

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

2. (a) As explained to us, inventories have been physically verified by the management at reasonable intervals and also at the

close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clause (a), (b), (c) and (d) are not applicable.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (f) and (g) of paragraph 4 of the Order are not applicable to the Company for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedure.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable having regard to prevailing market prices at therelevant time.

6. The Company has not accepted any deposits from the Public within the meaning of the provisions of Sections 58A and 58AA of the Act.

7. The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company and hence the question of maintenance of such accounts and records does not arise.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the

books of account carried out by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31st March 2011 outstanding for a period of more than six months from the date they became payable. (b) According to information and explanations given to us by Management and the records of the Company, examined by us, there were no undisputed dues in respect of Sales Tax, Income-Tax, Custom Duty, Wealth-Tax, Excise Duty and Cess not deposited as at 31st March 2011 on account of any dispute

10. The Company has no accumulated losses as at 31st March, 2011. It has not incurred any losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of its dues to banks during the year.

12. As per the books and records, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause (XIII) of the Order is not applicable as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

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

15. According to the information given to us and Managements' representation the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilization of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the term loans taken by the Company have been utilized for the purpose for which they were obtained.

17. On the basis of our review of utilization of funds on overall basis and related information and explanations as made available to us and as represented to us by the Management, funds raised on short-term basis have not been used for long-term investments and vice-versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures and hence para XIX of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For FORD, RHODES, PARKS & Co. Chartered Accountants Firm Registration No. 102860W

A. D. SHENOY Partner Membership No. FCA 11549

Place: Mumbai Date :May30,2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GEE Limited, as at 31st March, 2010 and also 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 companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 (Auditors Report) Order, 2003, (as amended) issued by the Central Government in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in paragraph 3 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 purposes 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 the books.

iii) The Balance Sheet, Profit and Loss account and the 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 the 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.

v) 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.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the significant accounting policies and notes to the accounts, give the information required by the Companies Act, 1956, inthemannerso 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, 2010,

b) in the case of the Profit and Loss account, of the profit for the year ended on that date and

c) in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.



AnnexureToThe Auditors Report

(Referred To In Paragraph 3 Of Our Report Of Even Date)

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification and the same has been properly dealt with in the books of account.

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

2. (a) As explained to us, inventories have been physically verified by the management at reasonable intervals and also at the close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation with the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been properly dealt with in the books ofaccount.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clause (a),(b), (c) and (d) are not applicable. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (f) and (g) of paragraph 4 of the Order are not applicable to the Company for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedure.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices,which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the Public within the meaning of the provisions of Sections 58A and 58AA of the Act.

7. The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company and hence the question of maintenance ofsuch accounts and records does not arise.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues outstanding as at 31st March 2010 outstanding for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us by Management and the records of the Company, examined by us, there were no undisputed dues in respect of Sales Tax, Income-Tax, Custom Duty, Wealth-Tax, Excise Duty and Cess not deposited as at 31st March 2010 on account of any dispute

10. The Company has no accumulated losses as at 31st March, 2010. It has not incurred any losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of its dues to banks during the year.

12. As per the books and records, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause (XIII) of the Order is not applicable as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

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

15. According to the information given to us and Managements representation the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. On the basis of our review of utilization of funds pertaining to term loans on overall basis and related information and explanations as made available to us, the term loans taken by the Company have been utilized for the purpose for which they were obtained.

17. On the basis of our review of utilization of funds on overall basis and related information and explanations as made available to us and as represented to us by the Management, funds raised on short-term basis have not been used for long-term investments and vice-versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures and hence para XIX of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For FORD, RHODES, PARKS & Co.

Chartered Accountants

Firm Registration No. 102860W



A. D. SHENOY Place: Thane Partner

Date : May 27, 2010 Membership No. FCA 11549