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Auditor Report of Healthfore Technologies Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of HealthFore Technologies Limited (Formerly known as Religare Technologies Limited) ("the Company"), which comprises the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

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

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

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 paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, 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 applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements – Refer Note 23A to the financial statements.

(ii) The company has made provisions as required under the applicable law or accounting standards, for material foreseeable losses, if any on long term contracts including derivative contracts; and

(iii) There were no amounts which were required to be transferred to Investor Education and Protection Fund. So, question of delay in transferring the amount into above funds does not arise.

The Annexure referred to in paragraph 5 of Our Report of even date to the members of HealthFore Technologies Limited (Formerly known as Religare Technologies Limited) on the Financial Statements of the Company for the year ended 31st March, 2015.

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

(b) All the fixed assets have been physically verified by the management at reasonable intervals as explained by the management which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(ii) The company is primarily engaged in IT sector and accordingly, does not hold any inventory at the end of year. Thus, clause (ii) of the order is not applicable.

(iii) The Company has not granted any loans, secured or unsecured, to bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clauses (a) and (b) of Clause (iii) of the order are not applicable.

(iv) In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business for purchase of Inventory and Fixed Assets and for the sale of goods and services. We have not observed any continuing major weakness in the internal control system during the course of the audit.

(v) As per books of accounts, records and the information and explanations given to us, the company has not accepted any deposits within the meaning of sections 73 to 76 or other relevant provisions of the Act and Rules framed there under.

(vi) As the company is engaged in providing IT services as per records shown to us, the Company is not required to maintain cost records specified by the Central Government under sub section (1) of section 148 of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. 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 and other material statutory dues were in arrears as at 31 March' 2015 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 material dues of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Sales tax, Service tax and Gratuity have not been deposited/ paid by the Company on account of disputes. (For details, refer Note 23A to the Financial Statements).

Name of the Nature of dues Amount of Statute Demand (Rs.)

Income Tax, Act 1961 Disallowance of Expenses 3,54,51,530

Income Tax, Act 1961 Non deduction of TDS 1,36,741

Service Tax Regular Assessment 5,40,824

Service Tax CENVAT Disallowance 37,56,456

PBVAT Act/VAT VAT demand 10,74,026

Payment of Non payment of full 3,85,000 Gratuity Act, 1972 Gratuity Amount

Name of the Statute Financial Forum Where Year dispute is pending

Income Tax Act,1961 2007-08 CIT(Appeals),II, Ludhiana

Income Tax Act,1961 2008-09 CIT(Appeals)-XXX

Service Tax 2005-06 & A.O. 2006-07

Service Tax 2011-12 Commissioner of Service Tax, Delhi

PBVAT Act/VAT 2008-09 Commissioner of VAT, Kolkata

Payment of 2011-12 Assistant Labour Grtuity Act,1972 Commissioner (Central), Chandigarh

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, Company is not required to transfer any amount to the Investor Education and Protection Fund.

(viii) The net worth of the company has been eroded due to accumulated losses. However, the financial statements of the company have been prepared based on going concern basis as the company has substantial orders in hand to execute in the next Financial Year and the company is investing in building the product for the future. The Company has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanation given by the management and as per the records, the company has not defaulted in repayment of dues to a financial institution or a bank. The Company has not issued any debentures.

(x) As per the information & explanation given to us, the company has not given any guarantee for loans taken by others from bank/financial institution.

(xi) In our opinion and according to the information and explanation given to us, term loans have been utilized for the purpose for which the loans were obtained.

(xii) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For & on behalf of

For RRCA & Associates

(Chartered Accountants)

Firm Registration No.: 022107N

Sd/-

Ravi Kumar

(Partner) Place : Delhi Membership No. : 508424

Date : May 21, 2015


Mar 31, 2014

We have audited the accompanying Financial Statements of Health Fore Technologies Limited (Formerly known as Religare Technologies Limited) ("the Company"), which comprises the Balance Sheet as at 31st March, 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 sub- section (3C) of Section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain a 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 judgement, 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 controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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 Companies Act, 1956, 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 Companies Act, 1956 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 in 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 General Circular 15/2013 dated 13th September,

2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

f) Since the Central Government has not issued any notification as to 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 paragraph 1 of Our Report of even date to the members of Health Fore Technologies Limited (Formerly known as Religare Technologies Limited) on the Financial Statements of the Company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) All the fixed assets have been physically verified by the management at reasonable interval as explained by the management which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) No substantial part of fixed assets has been disposed off by the Company during the year that affects the going concern status of the Company.

II. The inventory at the end of financial year was NIL. However, the frequency of verification is reasonable. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory. As explained to us, no discrepancies were noticed on physical verification of inventory as compared to books.

III.(a)The Company has not granted any loans, secured or unsecured, to bodies corporate covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, Sub-clauses from (b) to (d) of Clause III of the order are not applicable.

(e) The company has taken loans, secured or unsecured (i.e.payable on demand) from four bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 388.54 Crores and the year-end balance of such loan amounted to Rs. 178.50 Crores. Other than the above, the Company has not taken any loans, secured or unsecured, from companies, firms or parties covered in the register maintained under section 301 of the Act. The detail is given below:

Name of Lender Nature of Loan Relationship with the entities

Religare Finvest Limited Secured Demand Loan Director Holding

RHC Holding Private Limited Demand Loan Director Holding

Oscar Investment Limited Demand Loan Director Holding

Name of Lender Balance on Maximum amount 31/03/14 during the (In Crores) year (In Crores)

Religare Finvest Limited 10.37 109.77

RHC Holding Private Limited 127.45 127.45

Oscar Investment Limited 40.68 151.32

178.50 388.54

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the com- pany.

(g) In our opinion, the loans taken by the company are repayable on demand hence there is no payment schedule. However as per records, information and explanation given to us, whenever the party has asked for repayment, the company has paid regularly.

IV. In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business for purchase of fixed assets and inventory and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

V. (a) In our opinion and according to information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Company Act, 1956 have been entered in the register required to be maintained under that section of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in

(v)(a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices available at the relevant time.

VI. As per books of accounts, records and the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

VII. In our opinion the Company has an adequate internal audit system commensurate with the size & nature of its business.

VIII. As the company is engaged in trading and service section as per records shown to us, the Company is not required to maintain cost records under Section 209(1)(d) of the Act, as per general circular no. 67/2011 dated 30th November, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch.

IX.(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax and other material statutory dues were in arrears as at 31 March 2014 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 material dues of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Sales tax, and Service tax, have not been deposited by the Company on account of disputes:

Nature of Statutes/ Financial Demand Forum where dispute dues Year Amount is pending (Rs.In Lacs)

Service Tax 2005-06 & 5.41 Commissioner Central 2006-07 Excise(CCE),Chandigarh

Service Tax 2011-12 37.56 Commissioner of Service Tax, Delhi

Income Tax Act, 2007-08 354.51 Commissioner Income Tax 1961/Income Tax

Income Tax Act, 2008-09 1.36 Commissioner Income Tax 1961 Income Tax (CIT), Delhi PBVAT Act / VAT 2008-09 10.74 Commissioner of VAT, Kolkata

CST Act, / CST 2009-10 2.93 Duty Commissioner of VAT, Gujarat

CST Act / CST 2010-11 8.20 Duty Commissioner of VAT, Delhi

Gratuity 2011-12 3.85 Assistant Labour Commissioner (Central), Chandigarh Total 424.56

X. The net worth of the company has been eroded due to accumulated losses. However, the financial statements of the company have been prepared based on going concern on the basis of commitment provided by the promoter shareholders. The company has incurred cash losses in the current financial year and immediately preceding fi- nancial year.

XI. In our opinion and according to the information and expla- nation given by the management and as per records, the company has not defaulted in repayment of dues to a fi- nancial institution or a banks or debenture holder, if any.

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

XIII. In our opinion and according to the information and expla- nations given to us, the Company is not a chit fund/nidhi/mutual benefit fund/society.

XIV. In our opinion and according to information and explanations given to us, the Company has maintained proper records of transactions and contracts for trading in units/securities (Mutual Funds) during the year under review and timely entries were made therein. The securities are held by the company in its own name.

XV. As per the information & explanation given to us, the company has not given any guarantee for loans taken by others from bank/financial institutions.

XVI. In our opinion and according to the information and explanations given to us, term loans have been utilised for the purpose for which the loans were obtained.

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

XVIII. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

XIX. The Company has not issued any debenture or bond during the year and did not have any outstanding balance of debentures or bond during the year.

XX. As the Company has not raised any money by way of public issue or right issue during the year, this clause is not applicable to the company.

XXI. 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 according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For & on behalf of For RRCA & Associates, (Chartered Accountants) Firm Reg. No. 022107N

Sd/- Ravi Kumar Place : New Delhi (Partner) Date : 20th May 2014 Membership No. 508424


Mar 31, 2013

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

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, implementa- tion and maintenance of internal control relevant to the prepara- tion 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.

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 ofmaterial misstatement of the finan- cial 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 finan- cial statements in order to design audit procedures that are ap- propriate in the circumstances. An audit also includes evaluat- ing the appropriateness of accounting policies used and the rea- sonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial state- ments.

We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our audit 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 Loss for the year ended on that date; and

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

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

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;

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 direc- tors 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.

f) Since the Central Government has not issued any no- tification as to 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, pre- scribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of HealthFore Technologies Limited (Formerly known as Religare Technologies Limited). on the ac- counts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

I. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets in the system itself. All the assets have been physically verified by the management at reasonable interval as told by the management which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Some of the fixed assets have been disposed of during the year but it does not impact going concern.

II. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory. The discrepancies noticed on verification be- tween the physical stocks and the book records were not material and were dealt with in books of accounts, hence the provision for the inventory has been accounted for.

III. (a) The Company has not granted any loans, Secured or Unsecured, to companies, firms or other parties cov- ered in the register maintained under Section 301 of the Act. Accordingly, Sub-clauses from (b) to (d) of Clause III of the order are not applicable to the company.

(e) The company has taken secured /unsecured demand loan (i.e. payable on demand) from one party covered in the register maintained u/s 301 of the Companies Act-1956. The detail is given below:

Name of Lender Nature of Loan Relation ship Balance on Maximum amount with the entities 31/03/13 during the (In Crores) year (In Crores)

Religare Finvest Limited Secured Demand Loan Director Holding 109.77 224.03

RHC Holding Pvt Limited Demand Loan Director Holding 61.48 74.72

Oscar Investment Limited Demand Loan Director Holding 140.41 140.41

R. C. Nersery Pvt Ltd. Demand Loan Director Holding Nil 7.55

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(g) In our opinion, the loans taken by the company is repayable on demand hence there is not payment schedule. However as per records, information and explanation given to us, the party has, whenever, asked for repayment the company has paid regularly.

IV. In our opinion and according to the explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for purchase of fixed assets and inventory and sale of goods and services.

V. (a) According to information and explanation provided to us, we are of the opinion that the transactions made in pursuance of contracts and arrangements need to be en- tered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to information and explana- tion to us, the transactions made in pursuance of the con- tract and arrangement entered in register maintained un- der section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at the price which are reasonable having regards to the prevailing the market price at the relevant time.

VI. As per books of accounts, records and the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, this clause of the order is not applicable.

VII. In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

VIII. As the company is engaged in trading and service section as records shows, so the provisions of section 209 (1) (d) of the Companies Act, 1956 with regard to maintenance of cost records are not applicable.

IX.(a) As per records produced to us and information & explanation given to us, the company, the amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues including Income Tax, Service Tax, Value Added Tax, ESI, PF and other material statutory dues have been regularly deposited during the year except the liabili- ties towards Professional Tax amounting to Rs. 645436 for which cheques has been issued but the same yet to be cleared as on 14th May 2013.

(b) According to the information and explanations given to us and as per records, the undisputed liabilities towards labour welfare fund amounting to Rs.12768 (Including the stale cheque amounting to Rs. 11832) were in arrears for the period more than six month from the date that became payable.

X. The net worth of the company has been eroded due to accumulated losses. However, the financial statement of the company has been prepared based on going concern on the basis of commitment provided by the promoter shareholders. The company has incurred cash losses in the current financial year and immediately preceding financial year.

XI. In our opinion and according to the information and explanation given by the management and as per records, the company has not defaulted in repayment of dues to as financial institution or a bank or debenture holder, if any.

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

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

XIV. 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 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

XV. As per the information & explanation given to us, the company has not given any guarantee for loans taken by others from banks /financial institutions.

XVI. In our opinion and according to the information and explanations given to us by the management, term loans has been utilised for the purpose for which it has been taken.

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

XVIII. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

XIX. The Company has not issued any debenture or bond during the year. Therefore this clause is not applicable to the company.

XX. As the Company has not raised any money by way of pub- lic issue or right issue during the year.

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

For & on behalf of

For RRCA & Associates,

(Chartered Accountants)

Firm Reg. No. 022107N

Sd/-

Ravi Kumar

Place:New Delhi (Partner)

Date : 17th May 2013 Membership No. 508424


Mar 31, 2012

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

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of 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 give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

II. In our opinion, proper books of accounts 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 Statement of Profit and Loss dealt with by this report are in agreement with the books of account.

IV. In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report are in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

V. On the basis of written representations from the directors as on 31st March 2012, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2012, from being appointed as a director under Section 2 74(1)(g) 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, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of the state of affairs as on 31st March, 2012,

ii) In the case of Statement of Profit and Loss, of the Loss of the Company for the year ended 31st March 2012.

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

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2012 of M/s RELIGARE

TECHNOLOGIES LIMITED

I. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets in the system itself. All the assets have been physically verified by the management at reasonable interval as told by the management which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Some of the fixed assets have been disposed of during the year but it does not impact going concern.

II. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and were dealt with in books of accounts, hence the provision for the inventory has been accounted for.

III. (a) The Company has not granted any loans, Secured or Unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, Sub-clauses from (b) to (d) of Clause III of the order are not applicable to the company.

(b) The company has taken unsecured demand loan (i.e. payable on demand) from one party covered in the register maintained u/s 301 of the Companies Act-1956. The detail is given below:

Name of Nature Relationship Balance as Maximum Lender of Loan with on 31/03/12 amount the entity during the year

R. C. Nursery Demand Director 68,00,000 12,00,00,000 Private Limited Loan Holding

(c) In our opinion, the rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(d) In our opinion, the loans taken by the company is repayable on demand hence there is not payment schedule. However as per records, information and explanation given to us, the party has, whenever, asked for repayment the company has paid regularly.

IV. In our opinion and according to the explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for purchase of fixed assets and inventory and sale of goods and services.

V. (a) According to information and explanation provided to us, we are of the opinion that the transactions made in pursuance of contracts and arrangements need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to information and explanation to us, the transactions made in pursuance of the contract and arrangement entered in register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 Lacs in respect of any party during the year have been made at the price which are reasonable having regards to the prevailing the market price at the relevant time.

VI. As per books of accounts, records and the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, this clause of the order is not applicable.

VII. In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

VIII. As the company is engaged in trading and service section as records shows, so the provisions of section 209 (1) (d) of the Companies Act, 1956 with regard to maintenance of cost records are not applicable.

IX. (a) As per records produced to us and information & explanation given to us, the company, the amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Income Tax, Service Tax, Value Added Tax, ESI, PF and other material statutory dues have been regularly deposited during the year except the liabilities towards Professional Tax and Labour Welfare Fund (Employee as well Employer Contribution) which is either yet to be deposited or deposited but the cheques have not been realized till 31st March 2012. The details are given below:

Nature of Period Amount Remarks Liability in Rs.

Labour Welfare November 5643 Cheque issued fund 2011 onwards but not cleared.

Professional Tax October 288602 Payment yet to 2011 onwards be deposited.

(b) According to the information and explanations given to us, the undisputed liabilities towards Professional Tax amounting to Rs.11,00,118 were in arrears for the period more than six month from the date that became payable.

(c) According to the records produced to us and the information & explanation given to us, there are some demands raised by the authority of VAT, Income Tax, and Service Tax which have not been deposited on account of disputes. The detail is summarized below:

Particulars Financial Amount Authority where Year (Rs. In Lacs) case is pending

Service Tax 2005-06 5.41 Deputy & 2006-07 Commissioner Central Excise (CCE), Ludhiana

Income Tax 2007-08 354.51 Commissioner Income Tax (CIT)

Income Tax 2008-09 20.06 Commissioner Income Tax (CIT)

VAT 2008-09 10.74 Commissioner of VAT, Kolkata

Service Tax 2011-12 37.56 Process of filing suitable reply of Demand

Total 428.48

X. The net worth of the company has been eroded due to accumulated losses. However, the financial statement of the company has been prepared based on going concern on the basis of commitment provided by the promoter shareholders. The company has incurred cash losses in the current financial year and immediately preceding financial year.

XI. In our opinion and according to the information and explanation given by the management, the company has not defaulted in repayment of dues to as financial institution or a bank or debenture holder, if any.

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

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

XIV. 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 (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

XV. As per the information & explanation given to us, the company has not given any guarantee for loans taken by others from banks /financial institutions.

XVI. In our opinion and according to the information and explanations given to us by the management, term loans has been utilised for the purpose for which it has been taken.

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

XVIII. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

XIX. The Company has not issued any debenture or bond during the year. Therefore this clause is not applicable to the company.

XX. As the Company has not raised any money by way of public issue or right issue during the year.

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

For & on behalf of

For RRCA & Associates,

Chartered Accountants

(Firm Registration No. 022107N)

Sd/-

Place : New Delhi (RAVI KUMAR)

Date : May 28, 2012 (Membership No. 508424)


Mar 31, 2011

1. We have audited the attached Balance Sheet of Religare Technologies Limited as on 31st March, 2011 , the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of 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 give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

II. In our opinion, proper books of accounts 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 Profit and Loss Account dealt with by this report are in agreement with the books of account.

IV. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

V. On the basis of written representations from the directors as on 31st March 2011, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2011, from being appointed as a director under Section 274(1)(g) 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, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of Balance Sheet of the state of affairs as on 31st March, 2011.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2011 of M/s RELIGARE TECHNOLOGIES LIMITED

I. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets in the system itself. All the assets have been physically verified by the management at reasonable interval as told by the management which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Some of the fixed assets have been disposed of during the year but it does not impact going concern.

II. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and has been dealt with in books of accounts.

III. (a) The Company has not granted any loans, Secured or Unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clause (III) (b) to (III) (d) of paragraph 4 of the order is not applicable to the company of the current year. (b) The company has taken unsecured demand loan (i.e. payable on demand) from parties covered in the register maintained u/s 301 of the companies Act-1956.The details of the parties and amount involved is as follow:

Name of Nature Balance on Maximum Lender of Loan 31/03/11 amount during the year

RANBAXY HOLDING Demand 80,00,000 126,40,00,000 COMPANY Loan

OSCAR INVESTMENTS Demand 50,00,000 59,00,00,000 LIMITED Loan

RELIGARE FINVEST Demand 37,37,00,000 188,67,00,000 LIMITED Loan

The rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company; and the payment of interest is regular.

IV. In our opinion and according to the explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for purchase of fixed assets and inventory and sale of goods and services. During the course of our audit we have not observed any weakness in internal control system in respect of activities being done during the year.

V. As per records and documents and explanation provided to us, there are no any contracts or arrangements, which are made the parties that need to be entered into the register maintained under section 301 of the Company Act.

VI. As per books of accounts, records and the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

VII. In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

VIII. As the company is engaged in trading and service section as records shows, so the provisions of section 209 (1) (d) of the Companies Act, 1956 with regard to maintenance of cost records are not applicable.

IX. a) As per records produced before us and accordingly to the information & explanations given to us, the company has no undisputed statutory dues i.e. Provident Fund, Income Tax, Service Tax, Value Added Tax, ESI etc and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the day they became payable,

b) According to the information and explanation given to us, there are demand of VAT, Income Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of disputes, details are summarized below:

Particulars Financial Amount Authority where Year (Rs. In lacs) case is pending

Service Tax 2005-06 5.41 Deputy & 2006-07 Commissioner Central Excise (CCE), Ludhiana

VAT 2007-08 0.2 Commissioner of VAT

Income Tax 2007-08 354.51 Commissioner Income Tax (CIT)

Income Tax 2008-09 20.06 Commissioner Income Tax (CIT)

X. This is the Second Financial Year of the company and has losses during this year which is more than fifty percent of its net worth.

XI. In our opinion and according to the information and explanation given by the management, the company has not defaulted in repayment of dues to as financial institution or a bank or debenture holder.

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

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

XIV. 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 (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

XV. As per the information & explanation given to us, the company has not given any guarantee for loans taken by others from banks /financial institutions.

XVI. In our opinion and according to the information and explanations given to us by the management, term loans has been utilised for the purpose for which it has been taken.

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

XVIII. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

XIX. The Company has not issued any debenture or bond during the year.

XX. As the Company has not raised any money by way of public issue or right issue during the year.

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

For RRCA & Associates,

Chartered Accountants

Sd/-

Ravi Kumar

(Partner) M. No: 508424 Firm Registration No.022107N

Place : New Delhi Date : August 10, 2011

 
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