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Auditor Report of GSS Infotech Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of M/s GSS Infotech Limited ('the Company'), which comprise the Balance Sheet as at 31 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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.

Auditors' 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, 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 31 March 2015 and its Loss and its Cash Flows for the year ended on that date.

Emphasis of Matter

As discussed in Note No. 11 to the Financial Statements read with Note No.5 to the Para 2.2 Notes to Account, the Company had provided an amount of Rs.134,92,99,076/- towards provision for diminution in the value of investments in respect of its investment in the Wholly Owned Subsidiary M/s GSS Infotech Inc. (Delaware Company) which arose upon writing off of Goodwill in the step-down subsidiaries of Wholly Owned Subsidiaries, as per the Audited Financials duly audited by the US local Auditor. Without qualifying our opinion, we draw attention to the fact that evaluation of the Investments was done based on the Audited Financials of the Wholly Owned Subsidiary in USA, the audit of which was not performed by us and we had relied on the independent assessment made by the US local auditor for testing the value of the investments.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our Opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

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

(b) As per the information and explanations given to us, the Company has a regular programme of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(ii) As per the information and explanations given to us, the company is a Service Company primarily rendering Information Technology Services, and as its business does not involve maintenance of inventories Viz. Finished, Stores, Spare Parts, Goods in Process and Raw materials, the provisions of Clause 3(ii)(a) to Clause 3(ii) (c) of the Order are not applicable to the Company for the current year.

(iii) (a) As per the information and explanations given to us, the Company had granted advances to three parties covered in the Register maintained under Section 189 of the Act, year end outstanding being Rs.24,12,30,979/-

(b) As per the information and explanations given to us, in our opinion, the above loans are given to fully owned subsidiary companies for carrying out principal business activities of the Company and does not carry interest or do not specify any specific repayment schedule and hence is geneally repayable on demand. Considering the principal business activities carried out by these fully owned subsidiaries, we are of the opinion that the terms and conditions on which these interest free loans have been granted to parties listed in the register maintained under Section 189 of the Companies Act, 2013 are, prima facie, not prejudicial to the interests of the Company.

(c) As per the information and explanations given to us these loans do not carry any specific repayment schedule and accordingly do not warrant any comments under Clauses 3 (iii) (b) of the Order for the current year.

(iv) 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 with regard to purchase of fixed assets and providing of Services. We have not observed any continuing failure to correct major weakness in the internal control system during the course of our audit.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of section 73 to 76 of the act and rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148 of the Companies Act 2013.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues in respect of amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax and Cess with the appropriate authorities during the year and other material statutory dues applicable to the Company and in respect of this dues, there are no outstanding dues as on 31.03.2015 which are outstanding more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute, except as stated hereunder:-

i. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10 & 2010-11, involving Tax Amounts of Rs.28,28,435/- and Rs.3,85,52,400/- respectively; and Appeal pending before Dispute Resolution Panel for the AY 2011-12, involving Tax amount of Rs.5,84,75,130/-

ii. Service Tax demand amounting to Rs.10,218,344/- for the years 2010-12, 2012-13 & 2013-14 on certain Import of Business Support Services for Bangladesh Project availed in that country, against which Company filed appeal before CESTAT, Bangalore.

(c) According to the information and explanations given to us there are no 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.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) As per the information and explanations given to us, the Company did not have any outstanding dues to any financial institution or bank or debenture holders as at the balance sheet date, and hence the provisions of Clause 3( ix) of the Order are not applicable to the Company for the current year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not avail any fresh term loans during the year.

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

For Sarath & Associates Chartered Accountants Firm's Regn.No.05120S

P Sarath Kumar Place: Hyderabad Partner Date : 30.05.2015 M. No. 021755


Mar 31, 2014

We have audited the attached Balance Sheet of M/s. GSS Infotech Limited (''the Company'') which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statements for the year ended on that date and a summary of Significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' 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 the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 31 March, 2014; (ii) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Sub- section (4A) of Section 227 of the Companies Act, 1956("Act") of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were neces- sary 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 those books.

(iii) The Balance Sheet and the statement of profit & loss and cash flow statements dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the statement of profit & loss and cash flow statements comply with the Accounting Standards referred to in Sub – Section 3(c) of Section 211 of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).; 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.

(vi) Since the Central Government has not issued any notification as the rate at which the Cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Other Matters

Without qualifying our opinion, attention is drawn to Note No.6 to the ''Notes to Accounts'' relating to Investments and its evaluation, which is based on the Audited Financials of the Subsidiary in USA, the audit of which was not performed by us and we had relied on the independent assessment made by the US local Auditor for testing the value of the investments.

(The Annexure referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirement'' section of our report of even date)

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

(b) We were informed that the Company has a regular programme of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any assets during the year.

2. The Company is a service company, primarily rendering Information Technology Services. Accordingly, as it does not hold any physical Inventories, the provisions of Clause 4 (ii) of the Order are not applicable to the Company for the current year.

3. (a) As per the information and explanations given to us, the Company had granted advances to three parties covered in the Register maintained under Section 301 of the Act, aggregating to Rs.1676.94 Lakhs and the maximum balance outstanding was Rs.1994.14 Lakhs.

(b) As per the information and explanations given to us, in our opinion, the above loans are given to fully owned subsidiary companies and does not carry interest or do not specify any specific repayment schedule and hence is repayable on demand. Accordingly the terms and conditions on which interest free loans have been granted to Companies and parties listed in the register maintained under Section 301 of the Companies Act, 1956 are, prima facie, are prejudicial to the interests of the Company.

(c) As per the information and explanations given to us, these loans do not carry any specific repayment schedule and accordingly do not warrant any comments under Clauses 4 (iii) (c) and (d) of the Order for the current year.

(d) As per the information and explanations given to us, the Company had taken interest free advance from two parties covered in the Register maintained under Section 301 of the Act, aggregating to Rs.28.71 Lakhs and the maximum balance outstanding was Rs.30.98 Lakhs.

(e) As per the information and explanations given to us, as the above loans are given interest free and without any specific stipulations, these loans obtained are not prejudicial to the interest of the Company.

(f) As per the information and explanations given to us, these loans obtained do not carry any specific repayment schedule and accordingly do not warrant any comments under Clause 4 (iii) (g) of the Order for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for purchase of fixed assets and for sale of services and during the course of our audit, we have not come across any instances of continuing failure to correct major weaknesses in internal control system.

5. (a) According to information and explanations furnished to us and as confirmed by the management of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, company has entered transactions in pursuance of contracts or arrangements that need to be entered into the register referred to in clause 5(a) above, and exceeding the value of Rs. 5.00 Lakhs during the year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. As the Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under, the provisions of Clause 4(vi) of the Order are not applicable to the Company for the current year.

7. In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Manage- ment have been commensurate with the size of the Company and the nature of its business.

8. As the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act for any of the activities of the company, the provisions of Clause 4(viii) of the Order are not applicable to the Company for the current year.

9. (a) According to records of company and as per the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, the undisputed statutory dues including provident fund, Investor Education protection Fund, Income Tax, Sales Tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it and in respect of these statutory dues, there are no outstanding statutory dues as on 31.03.2014,which are outstanding for a period of more than six months from the date they become payable.

(b) According to records of Company and as per information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax, Customs duty, Excise duty, which have not been deposited on account of any dispute, except as stated hereinunder:- i. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10, involving Tax Amount of Rs.28.21 Lakhs; and Appeal pending before Dispute Resolution Panel for the AY 2010-11, involving Tax amount of Rs.16.02 Lakhs;

ii. Service Tax demand amounting to Rs.79.38 Lakhs on certain Import of Business Support Services for Bangladesh Project availed in that country, against which Company filed appeal before CESTAT, Bangalore.

10. The Company does not have any accumulated losses at the end of the current financial year. The Company had not incurred any cash losses in the current financial period as or in the immediately preceding financial year.

11 As per the information and explanations given to us, the Company did not have any outstanding dues to any financial institution or bank or debenture holders as at the balance sheet date, and hence the provisions of Clause 4( xi) of the Order are not applicable to the Company for the current year.

12. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and accordingly the provisions of Clause 4(xii) of the Order are not applicable to the Company for the current year.

13. In our opinion, as the Company is not a chit fund or a nidhi or mutual benefit fund or society, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company for the current year.

14. As the company is not dealing or trading in shares, securities, debentures and other Investments, the provisions of clause 4(xiv) of the order are not applicable to the Company for the current year.

15. As per the information and explanations given to us, as the Company has not given any guarantees for loans taken by others from banks or financial institutions, the provisions of Clause 4(xv) of the Order are not applicable to the Company for the current year.

16. In our opinion, and according to the Information and explanations furnished to us, as the company has availed term loans, by way of conversion of working capital limits, which are used for its business purpose.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, no funds raised on a short-term basis have been used for long-term Invest- ment by the Company.

18. As per the information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order are not applicable to the Company for the current year.

19. As the Company has not issued any secured debentures, the provisions of Clause 4(xix) of the Order are not applicable to the Company for the current year.

20. As the Company has not raised any money by public issues during the year, the provisions of Clause 4(xx) of the Order are not applicable to the Company for the current year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and as per the representation given by the Company and relied on by us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

For SARATH & ASSOCIATES Firm Regn. No. 005120S Chartered Accountants

Sd/- P Sarath Kumar Place: Hyderabad Partner Date: 09.08.2014 Membership No. 21755


Mar 31, 2013

1 We have audited the attached Balance Sheet of M/s. GSS Infotech Limited (''the Company'') which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statements for the year ended on that date and a summary of Significant accounting policies and other explanatory information.

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

3 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 the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

4 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 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 31 March, 2013;

(ii) in the case of the Statement of Profit and Loss, of the Loss 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 issued by the Central Government of India in terms of Sub- section (4A) of Section 227 of the Companies Act, 1956("Act") of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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 those books.

(iii) The Balance Sheet and the statement of profit & loss and cash flow statements dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the statement of profit & loss and cash flow statements comply with the Accounting Standards referred to in Sub - Section 3(c) of Section 211 of the Companies Act, 1956; and

(v) On the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Since the Central Government has not issued any notification as the rate at which the Cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in our report to the members of GSS Infotech Limited (''the Company'') for the year ended 31 March, 2013. We report that :

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

(b) We were informed that the Company has a regular programme of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any assets during the year.

2. The Company is a service company, primarily rendering Information Technology Services. Accordingly, as it does not hold any physical Inventories, the provisions of Clause 4 (ii) of the Order are not applicable to the Company for the current year.

3. (a) As per the information and explanations given to us, the Company had granted advances to two parties covered in the Register maintained under Section 301 of the Act, aggregating to R1468.87 Lakhs and the maximum balance outstanding is R1542.43 Lakhs.

(b) As per the information and explanations given to us, in our opinion, the above loan are purely temporary in nature and does not specify any specific repayment schedule and hence is repayable on demand. Accordingly the terms and conditions on which interest free loans have been granted to Companies and parties listed in the register maintained under Section 301 of the Companies Act, 1956 are, prima facie, are not prejudicial to the interests of the Company

(c) As per the information and explanations given to us, these loans do not carry any specific repayment schedule and accordingly do not warrant any comments under Clauses 4 (iii) (c) and (d) of the Order for the current year.

(d) The Company has not taken any loans from parties covered in the register maintained under 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for purchase of fixed assets and for sale of services and during the course of our audit, we have not come across any instances of continuing failure to correct major weaknesses in internal control system.

5. (a) According to information and explanations furnished to us and as confirmed by the management of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered.

(b) n our opinion and according to the information and explanations given to us, company has entered transactions in pursuance of contracts or arrangements that need to be entered into the register referred to in clause 5 (a) above, and exceeding the value of R5.00 Lakhs have been made during the year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. As the Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under, the provisions of Clause 4(vi) of the Order are not applicable to the Company for the current year.

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

8. As the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act for any of the activities of the company, the provisions of Clause 4(viii) of the Order are not applicable to the Company for the current year.

9. (a) According to records of company and as per the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, the undisputed statutory dues including provident fund, Investor Education protection Fund, Income Tax, Sales Tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it and in respect of these statutory dues, there are no outstanding statutory dues as on 31.03.2013,which are outstanding for a period of more than six months from the date they become payable.

(b) According to records of Company and as per information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax, Customs duty, Excise duty, which have not been deposited on account of any dispute, except as stated hereinuder:-

Asst Year Amount involved Particulars

2008-09 2,30,912 Appeal pending before CIT Appeals (3)

10. The Company does not have any accumulated losses at the end of the current financial year. The Company had incurred cash losses in the current financial period as against cash profit in the immediately preceding financial year.

11 As per the information and explanations given to us, the Company did not have any outstanding dues to any financial institution or bank or debenture holders as at the balance sheet date, and hence the provisions of Clause 4( xi) of the Order are not applicable to the Company for the current year.

12. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and accordingly the provisions of Clause 4(xii) of the Order are not applicable to the Company for the current year.

13. In our opinion, as the Company is not a chit fund or a nidhi or mutual benefit fund or society, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company for the current year.

14. As the company is not dealing or trading in shares, securities, debentures and other Investments, the Provisions of clause 4(xiv) of the order are not applicable to the Company for the current year.

15. As per the information and explanations given to us, as the Company has not given any guarantees for loans taken by others from banks or financial institutions, and hence the provisions of Clause 4(xv) of the Order are not applicable to the Company for the current year.

16. In our opinion, and according to the Information and explanations furnished to us, as the company has not availed any term loans, the provisions of Clause 4(xvi) of the Order are not applicable to the Company for the current year.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, no funds raised on a short-term basis have been used for long-term Investment by the Company.

18. As per the information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order are not applicable to the Company for the current year.

19. As the Company has not issued any secured debentures, the provisions of Clause 4(xix) of the Order are not applicable to the Company for the current year.

20. As the Company has not raised any money by public issues during the year, the provisions of Clause 4(xx) of the Order are not applicable to the Company for the current year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and as per the representation given by the Company and relied on by us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

For SARATH & ASSOCIATES

Chartered Accountants

Firm Regn. No. 005120S

Sd/-

S Srinivas

Place: Hyderabad Partner

Date : 30.05.2013 Membership No. 202471


Jun 30, 2010

1. We have audited the attached Balance Sheet of GSS AMERICA INFOTECH LIMITED (The Company) as at 30th June, 2010 and the related Profit and Loss Account and Cash Flow Statement attached thereto for the year ended on that date.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 generally accepted auditing standards in India.These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating theoverall 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, (The Order), issued by the Central Government of India in terms of section 227 (4A) of The Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure 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 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 those books.

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

(iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are prepared in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

(v) On the basis of written representations received from the directors as on 30th June, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 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 significant accounting policies and notes thereon 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 30 th June 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 for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF GSS AMERICA INFOTECH LIMITED (THE COMPANY) FORTHE YEAR ENDED 30TH JUNE, 2010

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

(b) The Company has a regular programme of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(c) In ouropinion and according to the information and explanations given to us, Fixed Assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption.

2. The Company is a service company, primarily rendering InformationTechnology Services. Accordingly, as it does not hold any physical Inventories, the provisions of Clause4 (ii) of the Order are not applicable to the Company for the current year.

3. (a) As 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, the provisions of Clauses 4 (iii) (a) to (d) of the Order are not applicable to the Company forthe current year.

(b) The Company has taken interest free unsecured loan from one party covered in the register maintained under Section 301 of the Act, aggregating to Rs.3,00,00,000/- and the same has been repaid during the year.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for purchase of fixed assets and for sale of services and during the course of our audit, we have not come across any instances of continuing failure to correct major weaknesses in internal control system.

5 (a) According to information and explanations furnished to us and as confirmed by the management of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there were no transactions in pursuance of contracts or arrangements referred to in clause 5(a) above, and exceeding the value of Rs. 5.00 Lakhs have been made during the year.

6 As the Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under, the provisions of Clause 4(vi) of the Order are not applicable to the Company for the current year.

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

8 As the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act for any of the activities of the company, the provisions of Clause 4(viii) of the Order are not applicable to the Company for the current year..

9 (a) According to records of company and as per the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, the undisputed statutory dues including provident fund, Investor Education protection Fund, Income Tax, Sales Tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it except Wealth tax, and in respect of these statutory dues, there are no outstanding statutory dues as on 30.06.2010,which are outstanding for a period of more than six months from the date they become payable.

(b) According to records of Company and as per information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax, Customs duty, Excise duty, which have not been deposited on account of any dispute.

10 The Company does not have any accumulated losses at the end of the current financial year and has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

11 As the Company did not have any outstanding dues to any financial institution or bank or debenture holders as at the balance sheet date, the provisions of Clause 4( xi) of the Order are not applicable to the Company for the current year.

12 As the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the provisions of Clause 4(xii) of the Order are not applicable to the Company for the current year.

13 In our opinion, as the Company is not a chit fund or a nidhi or mutual benefit fund or society, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company for the current year.

14. As the company is not dealing or trading in shares, securities, debentures and other Investments, the Provisions of clause 4(xiv) of the order are not applicable to the Company for the current year.

15. As perthe information and explanations given to us, as the Company has not given any guarantees for loans taken by others from banks or financial institutions, the provisions of Clause 4(xv) of the Order are not applicable to the Company for the current year.

16. In our opinion, and according to the Information and explanations furnished to us, as the company has not availed any term loans, the provisions of Clause 4(xvi) of the Order are not applicable to the Company for the current year.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, the funds raised on a short-term basis have been used for long-term Investment.

18. As perthe information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order are not applicable to the Company for the current year.

19. As the Company has not issued any secured debentures, the provisions of Clause 4(xix) of the Order are not applicable to the Company for the current year.

20. As the Company has not raised any money by public issues during the year, the provisions of Clause 4(xx) of the Order are not applicable to the Company for the current year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and as per the representation given by the Company and relied on by us, we have neither come acrpss any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

For SARATH & ASSOCIATES, Chartered Accountants, Firm Regn. No. 005120S,

Sd/- Hyderabad RSARATH KUMAR

30.11.2010 Partner

Membership No. 21755

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