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Auditor Report of Geometric Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 circumstance, 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 ofthe standalone financial statements.

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

Opinion

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

i. Note No. 2 (c) to the financial statements regarding the revision in estimated useful life of Office Equipment pursuant to the notification of Schedule II to the Companies Act, 2013. Consequent upon such change, the depreciation charge for the year is higher by Rs. 6,041,941 and an amount of Rs. 1,052,337 (net of deferred tax Rs. 541,872) has been charged against the opening balance of Retained Earnings in respect of assets whose remaining useful life was exhausted.

ii. Note No. 28 to the financial statements regarding reclassification of a loan of EUR 6.65 million given to its subsidiary, Geometric Europe GmbH as a long term loan forming part of the C's net investment in a non-integral foreign operation, with effect from January 1, 2015. Consequently,the foreign exchange loss on translation of the loan amount into Ras at the balance sheet date amounting to Rs. 63,840,000 (Previous year Rs. Nil) has been accumulated in the Foreign Currency Translation Reserve in accordance with Accounting Standard 11 - The Effects of Changes in Foreign Exchange Rates (revised). The profit before tax of the company for the year ended March 31, 2015 is higher to that extent.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3and4of the Order, to the extent applicable.

2. As per section 135 of the Companies Act, 2013, the Company was required to spend Rs. 8.74 mn during the financial year on Corporate Social Responsibility activities, being two percent of the average net profits of the Company made during the three immediately preceding financial years. The Company has during the year spent Rs. 0.93 mn on CSR activities and could not spend the remaining amount as the Company is in the process of identifying focus areas in alignment with its philosophy for CSR activities so as to ensure the optimum utilization of the funds.

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

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- refer note 43 to the Financial Statements.

ii. The Company did not have any material foreseeable losses under the applicable law or accounting standards on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditor's Report

Annexure referred to in paragraph 1 of our report under the heading "Report on Other Legal and Regulatory Requirements" of even date.

1. a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets. b) According to the information and explanations given to us, the fixed assets were physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed were not material and have been properly dealt with in the books of account.

2. The Company being a service company, does not have any physical inventory, thus the provisions of clause 3(ii) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

3. a) The Company has granted unsecured loans to two parties covered in the register maintained under section 189 of the Companies Act, 2013.

b) According to the information and explanations given to us, the repayment of the principal amount and interest is to commence as per mutually agreed terms, which schedule has not commenced till date in case of the loan to Geometric Europe GmbH. The other party to whom the Company has granted loans is generally regular in repayment of principal and payment of interest thereon.

c) Considering the repayment schedule and our observations in (c) above, there are no overdue amounts exceeding Rs. one lakh.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of fixed assets and for the sale of software and services. The Company had re-implemented SAP in February 2014 and is still facing stabilization issues in revenue recognition areas. The Company has alternate controls in place to mitigate such risks and has recorded the required adjustments. Except for the above, we have not come across any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

6. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 148 (1) of the Act, for any of the activities of the Company.

7. a) According to the information and explanations given to us and on the basis of the records examined by us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount (Rs.)



lncome-taxAct,1961 Income-tax 440,181,688



Income-taxAct,1961 Income-tax 59,354,476

Income-taxAct,1961 Tax Deducted at Source 9,888,950

Service Tax Incorrect availment of Service Tax 17,537,851



Central Excise and Sales from DTA without permission 14,851,016 CustomsAct,1962

Central Excise and Wrongful availment of exemption 876,111 Customs Act, 1962 notification on electrical fittings & computers

Central Excise and Wrongful availment of exemption 2,394,000 Customs Act, 1962 notification for procurement of UPS system

Central Excise and Wrongful availment of duty 1,074,418 CustomsAct,1962 exemption in respect of procurement of Modular furniture

Central Excise and Sale&leasebackofassetsstored 2,606,063 Customs Act, 1962 at the bonded place without payment of duty, Storing goods in STPI bonded warehouse beyond permissible period

Bombay Sales Tax Sales tax dues on sale of software 8,372,875 &CentralSalesTax, 1956

Provident Fund Transfer of PF dues from 43,047,769 Geometric Ltd PF Trust to Govt. RPF

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

lncome-taxAct,1961 FYs Income Tax Appellate 2006- 07 to Tribunal 2009-10

Income-taxAct,1961 FY2010-11 Dispute Resolution Panel

Income-taxAct,1961 FYs2005-06and NA 2012- 13

Service Tax FYs Commissioner of Service 2007- 08 to Tax 2013- 14

Central Excise and FY1999-2000 Asst.Commissioner CustomsAct,1962 Customs

Central Excise and FY's 1998-99and Commissioner of Central Customs Act, 1962 2001-02 Excise (Appeals)

Central Excise and FY1991-92 Add.Commissionerof Customs Act, 1962 Central Excise

Central Excise and FY's 1999-00to Joint Commissioner of CustomsAct,1962 2000-01 Central Excise

Central Excise and FY's2007-08 Asst.Commissioner of Customs Act, 1962 Central Excise



Bombay Sales Tax FY's2001-02 and Deputy commissioner of &CentralSalesTax, 2003-04 sales tax 1956

Provident Fund FY's2006-07and Asst.P.F.Commissioner 2010-11

c. According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year or in the immediately preceding financial year.

9. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

10. According to the information and explanations given to us, the Company has given guarantees for loans taken by subsidiaries from banks. In our opinion, the terms and conditions of the guarantees are not prima- facie prejudicial to the interest of the Company.

11. In our opinion and according to the information and explanations given to us, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

12. t t Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no material fraud on, or by the Company, has been noticed or reported during the year.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Reg. No. 104607W

Farhad M. Bhesania PARTNER M. No.: 127355 Mumbai: April 27, 2015.


Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in 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 fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give

the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. in the case of the Statement of Profit and Loss, of the profits for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Auditor''s Report

Annexure referred to in paragraph 1 of our report under the heading "Report on Other Legal and Regulatory Requirements" of even date.

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

b) According to the information and explanations given to us, the fixed assets were physically verified by the management which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed were not material and have been properly dealt with in the books of accounts.

c) In our opinion, the Company has not disposed off a substantial portion of its fixed assets during the year, so as to affect the going concern assumption.

2. The Company being a service company, does not have any physical inventory, thus the provisions of clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

3. a) The Company has granted unsecured loans to two parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding during the year was Rs. 935,053,498 and balance outstanding as at the year- end was Rs. 871,011,002.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to the above mentioned party listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) According to the information and explanations given to us, the repayment of the principal amount and interest is to commence as per mutually agreed terms, which schedule has not commenced till date in case of the loan to Geometric GMBH. The other party to whom the Company has granted loans is generally regular in repayment of principal and payment of interest thereon.

d) Considering the repayment schedule and our observations in (c) above, there are no overdue amounts exceeding Rs. one lakh.

e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of fixed assets and for the sale of software and services. The Company has re-implemented SAP in February 2014 and some errors were observed in sales processing for February and March 14, which have been suitably rectified. The Company also has alternate controls in place to mitigate risks during this stabilization phase. Further, on the basis of our examination of the books and records and the information and explanation given to us, we have not come across any continuing failure to correct major weaknesses in the internal control system.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, having regard to the explanation that many items are of a special nature and their prices cannot be compared with alternate quotations, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956, for any of the activities of the Company.

9. a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues, including dues pertaining to provident fund, investor education and protection fund, income-tax, sales tax, wealth tax, service tax, custom duty, cess and any other statutory dues with the appropriate authorities.

We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount (Rs.)

Income-tax Income-tax 316,649,587 Act, 1956

Service Tax Incorrect availment of Service 1,165,981 Tax

Central Excise Wrongful availment of 876,111 and Customs Act, exemption notification on 1962 electrical fittings & computers

Central Excise Wrongful availment of 2,394,000 and Customs Act, exemption notification for 1962 procurement of UPS system

Central Excise Wrongful availment of duty 1,074,418 and Customs Act, exemption in respect of 1962 procurement of Modular furniture

Central Excise Sale & lease back of assets 2,432,968 and Customs Act, stored at the bonded place 1962 without payment of duty, Storing goods in STPI bonded warehouse beyond permissible period

Bombay Sales Tax Sales tax dues on sale of 8,372,875 & Central Sales software Tax, 1956

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

Income-tax Financial Years Income Tax Appellate Act, 1956 2005-06 to 2008-09 Tribunal and 2012-13

Service Financial Years Commissioner of 2007-08 to 2011-12 Service Tax

Central Excise Financial Years 1998- Commissioner of and Customs Act, 99 and 2001-02 Central Excise (Appeals) 1962

Central Excise Financial Year Add. Commissioner of and Customs Act, 1991-92 Central Excise 1962

Central Excise Financial Years Joint Commissioner of and Customs Act, 1999-00 to 2000-01 Central Excise 1962

Central Excise Financial Year Asst. Commissioner of and Custom Act, 2007-08 Central Excise 1962

Bombay Sales Tax Financial Years Deputy commissioner & Central Sales 2001-02 and 2003-04 of sales tax Tax,1956

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/societies. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s

Report) Order, 2003 (as amended) are not applicable to the Company.

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

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by subsidiaries from banks. In our opinion, the terms and conditions of the guarantees are not prima-facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

19. The Company did not issue any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

20. The Company has not raised any money through a public issue during the year. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.

For and on behalf of

KALYANIWALLA & MISTRY

CHARTERED ACCOUNTANTS

Firm Reg. No. 104607W

FARHAD M. BHESANIA

PARTNER

M. No.: 127355

Mumbai: April 29, 2014.


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Geometric Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting 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 fair presentation of the financial statements that 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b. in the case of the Statement of Profit and Loss, of the profits for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Auditor''s Report

As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

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

b) According to the information and explanations given to us, the fixed assets were physically verified by the management which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed were not material and have been properly dealt with in the books of accounts.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year, so as to affect the going concern assumption.

2. The Company being a service company, does not have any physical inventory, thus the provisions of Clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

3. a) The Company has granted unsecured loans to two parties listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding during the year and the balance outstanding as at the year-end was Rs. 935,053,498.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to the above mentioned party listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) According to the information and explanations given to us, the repayment of the principal amounts are to commence from 1 July 2014 and 1 January 2016 respectively or such dates as per mutually agreed terms, which schedule has not commenced till date. The parties to whom the Company has granted loans are generally regular in payment of interest thereon.

d) As the repayment schedule has not commenced, there are no overdue amounts exceeding Rupees One lakh.

e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. Further, on the basis of our examination of the books and records and the information and explanations given to us, we have not come across any continuing failure to correct major weaknesses in the internal control system.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, having regard to the explanation that many items are of a special nature and their prices cannot be compared with alternate quotations, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, for any of the activities of the Company.

9. a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to provident fund, investor education and protection fund, income-tax, sales tax, wealth tax, service tax, custom duty, cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount Rs.

Income-tax Act, 1956 Income-tax 337,792,715

Service Tax Incorrect availment of Service Tax 1,165,981

Central Excise and Wrongful availment of exemption 876,111 Customs Act, 1962 notification on electrical fittings & computers

Central Excise and Wrongful availment of exemption 2,394,000 Customs Act, 1962 notification for procurement of UPS system

Central Excise and Wrongful availment of duty exemption 1,069,418 Customs Act, 1962 in respect of procurement of Modular furniture

Central Sales Tax, 1956 Sales tax dues on ex-party assessment 2,126,829

Bombay Sales Tax, 1959 Sales tax dues on sale of software 6,246,046

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

Income tax Act 1956 Financial Years Add. Commissioner of 2006-07 to 2009-10 Income Tax

Service Tax Financial Years Commissioner of 2007-08 to 2011-12 Service Tax

Central Excise and Customs Act 1962 Financial Year Commissioner of 1998-99 and 2001-02 Central Excise (Appeals)

Central Excise and Customs Act 1962 Financial Year Add. Commissioner of 1991-92 Central Excise

Central Excise and Customs Act 1962 Financial Year Joint Commissioner of 1999-00 to 2000-01 Central Excise

Central Sales Tax 1956 Financial Years Deputy commissioner 2002-03 of sales tax

Bombay Sales Tax 1956 Financial Year Deputy commissioner 2004-05 of sales tax

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/societies. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by subsidiaries from banks. In our opinion, the terms and conditions of the guarantees are not prima-facie prejudicial to the interest of the Company.

16. The Company has not taken any term loans and therefore the provisions of Clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long-term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

19. The Company did not issue any debentures during the year. Therefore, the provisions of Clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

20. The Company has not raised any money through a public issue during the year. Therefore, the provisions of Clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.

Kalyaniwalla & Mistry

Chartered Accountants

Firm Reg. No. 104607W

Viraf R. Mehta

Partner

M. No.: 32083

Mumbai: April 29, 2013.


Mar 31, 2012

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

2. We conducted our audit in accordance with 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, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion, we draw attention to note 43 to the Financial Statements regarding loans to subsidiary amounting to Rs 514,783,086 (previous year ended March 31, 2011 - Rs 538,231,292) and debts due from subsidiary aggregating Rs 84,829,614 (previous year ended March 31, 2011 - Rs 879,661,684). As stated in the said note, the above loans and debts due from subsidiary are considered to have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 such 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) in the case of the Statement of Profit and Loss, ofthe profit ofthe Company for the year ended on that date; and

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

6. On the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012, 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 Auditor's Report

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

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

b) According to the information and explanations given to us, the fixed assets are being physically verified by the management in a phased manner. In our opinion the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on physical verification were not material and have been properly dealt with in the books of accounts.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year, so as to affect the going concern assumption.

2. The Company being a service company, does not have any physical inventory, thus the provisions of clause 4(ii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

3. a) The Company has granted unsecured loans to a party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding during the year was Rs 1,104,300,201 and balance outstanding as at the year end was Rs 514,783,086.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to the above mentioned party listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) According to the information and explanations given to us, the repayment of the principal amount is to commence as per mutually agreed terms, which schedule has not been finalised till date. The party to whom the Company has granted loans is generally regular in payment of interest thereon.

d) As the repayment schedule is not finalised, there are no overdue amounts exceeding Rs One lakh.

e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of fixed assets and for the sale of software and services. Further, on the basis of our examination of the books and records and the information and explanation given to us, we have not come across any continuing failure to correct major weaknesses in the internal control system.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, having regard to the explanation that many items are of a special nature and their prices cannot be compared with alternate quotations, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

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

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, for any of the activities of the Company.

9. a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues, including dues pertaining to provident fund, investor education and protection fund, income-tax, sales tax, wealth tax, service tax, custom duty, cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount (Rs)

Income-tax Act,1956 Income-tax 219,847,132

Central Excise and Duty Payable removal of batteries 363,761

Customs Act, 1962 without permission.

Central Excise and Wrong ful availment of exemption 1,138,111 Customs Act, 1962 notification on electrical and light fiffings.

Central Excise and Wrongful availment of exemption 2,394,000 Customs Act, 1962 notification for procurement of UPS system

Central Excise and Wrongful availment of duty exemption 1,069,418 Customs Act, 1962 in respect of procurement of Modular furniture

Central Sales Tax,1956 Sales tax dues on ex-party assessment 2,126,829

Bombay Sales Tax,1959 Sales tax dues on sale of software 6,246,046

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

Income tax Act, 1956 Financial Years Add.Commissioner of 2005-06 to 2009-10 Income Tax

Central Excise and Financial Year Commissioner of Customs Act, 1962 2000-01 Central Excise (Appeals)

Central Excise and Financial Year Commissioner of Customs Act, 1962 1998-99 and 2001-02 Central Excise (Appeals)

Central Excise and Financial Year Add. Commissioner of Customs Act, 1962 1991-92 Central Excise

Central Excise and Financial Year Joint Commissioner of Customs Act, 1962 1999-00 to 2000-01 Central Excise

Central Sales Tax, 1956 Financial Years Deputy commissioner 2002-03 of sales tax

Bombay Sales Tax, 1956 Financial Year Deputy commissioner 2004-05 of sales tax

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/societies. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by subsidiaries from banks. In our opinion, the terms and conditions of the guarantees are not prima-facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

19. The Company did not issue any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

20. The Company has not raised any money through a public issue during the year. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.



For and on behalf of

Kalyaniwalla & Mistry

Chartered Accountants

Firm Reg. No. 104607W

Viraf R. Mehta

Partner M. No.: 32083

Mumbai: April 23, 2012.


Mar 31, 2010

1. We have audited the attached Balance Sheet of GEOMETRIC LIMITED as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

d) In our opinion, the balance sheet, the 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.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

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

iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010, 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

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we further report that:

1. Fixed Assets:

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

b) According to the information and explanations given to us, the fixed assets were physically verified by the management which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed were not material and have been properly dealt with in the books of account.

c) In our opnion, the Company has not disposed off a substantial of its fixed assets during the year, so as to affect the going concern assumption.

2. The Company being a service company, does not have any physical inventory, thus the provisions of clause 4(ii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

3. Loans and advances:

a) The Company has granted unsecured loans aggregating to Rs. 594,094,085 to a party listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding during the year was Rs. 594,094,085.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to the above mentioned party are not prima facie prejudicial to the interest of the Company.

c) According to the informations and explanations given to us, the repayment of the principal amount is to commence as per mutually agreed terms, which schedule has not commenced till date. The Company is generally regular in payment of interest thereon.

d) As the repayment schedule has not commenced, there are no overdue amounts exceeding Rs. One lakh.

e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size

of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. Further, on the basis of our examination of the books and records and the information and explanations given to us, we have not come across any continuing failure to correct major weakness in the internal control system.

5. a) Based upon the audit procedures applied by us

and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

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

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956, for any of the activities of the Company.

9. Statutory Dues

a) According to the information and explanation given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to Provident Funds, Investor Education and Protection Fund, Income- tax, Sales tax, Wealth Tax, Service Tax, Customs Duty, Cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable. We are informed that the provisions of the Employees State Insurance Act, 1948, are not applicable to the Company.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount (Rs.) income-tax Act, 1956 income-tax 59,502,103 Central Excise and Duty Payable on items 3,990,687 Customs Act, 1962 procured Duty Free. Central Excise and Excise duty exemption on 57,168 Customs Act, 1962 electrical and light fittings. Central Excise and Duty payable on computers 965,963 Customs Act, 1962 donated to institutions. Central Sales Tax, 1956Sales tax dues on ex-party 2,292,825 assessment Bombay Sales Tax, 1959 Sales tax dues on sale of 6,246,046 software

Name of Statute Period to which the Forum where dispute amount relates is pending Financial Years 2001-02, Add. Commissioner of income-tax Act, 1956 2002-03 and 2004-05 Income Tax Central Excise and Financial Years 1998-99, Commissioner of Customs Act, 1962 1999-2000,2000-01 and Central Excise (Appeals) 2002-03 Central Excise and Financial Year 2002-03 Commissioner of Customs Act, 1962 Central Excise (Appeals) Central Excise and Financial Years 1995-96, Commissioner of Customs Act, 1962 1996-97 and 1998-99 Central Excise (Appeals) Central Sales Tax, 1956 Financial Years 2001-02 Deputy commissioner and 2002-03 of sales tax assessment Bombay Sales Tax, 1959 Financial Year 2004-05 Deputy commissioner of sales tax assessment

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

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

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

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

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by subsidiaries from banks. In our opinion, the terms and conditions of the guarantees are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short-term basis for long-term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not issue any debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the management, no fraud on, or by the Company, has been noticed or reported during the year.

For and on behalf of Kalyaniwalla & Mistry Chartered Accountants Viraf R. Mehta Partner M. No. 32083 Firm Reg. No. 104607W Place: Mumbai Date: April 26, 2010.

 
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