Auditor Report of ICSA-India Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of ICSA (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the period 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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 reasonable assurance about whether the financial statements are free from material misstatements.

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 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 control 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 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 on the financial statements.

Basis for Qualified Opinion

i) Attention is invited to Note No.7 to Notes on Financial statements regarding non-provision of interest on working capital loans for an amount of Rs. 8729.68 lacs. The loss of the company is understated to an extent of Rs.8729.68 lacs and the liability of the company is understated to that extent.

ii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on Term Loans from banks for an amount of Rs.7,471.83 lacs. The loss of the company is understated to an extent of Rs.7,471.83 lacs and the liability of the company is understated to that extent.

iii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on corporate dividend tax for an amount of Rs.64.24 lacs which was provided for the financial year 2010-11. The loss of the company is understated to an extent of Rs.64.24 lacs and the liability of the company is understated to that extent.

iv) Attention is invited to Note No.25 (a)(iii) to Notes on Financial statements regarding non-provision of Rs. 6427.58 lacs, towards differential interest for non acceptance of CDR package by banks. The loss of the company is understated to an extent of Rs. 6427.58 lacs and the liability of the company is understated to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on 31st March, 2015, 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 Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations as at 31st March 2015 on its financial position in its financial statements as referred to in note 25(a) (i) (ii) and (iii) to the financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the period ended 31st March 2015.

The Annexure referred to in the Independent Auditors' Report of even date on the Financial Statements to the Members of ICSA (India) Limited for the period ended 31 March 2015. We report that:

i. In respect of the fixed assets of the company:

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

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the company is not affected.

ii. In respect of its inventories:

(a) As explained to us, inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is not reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are not reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories. In our opinion and according to the information and explanations given to us, no discrepancies noticed on physical verification as compared to the book records.

iii. iii. No loans were granted by the Company, to any of the parties covered in the register maintained under section 189 of the Act. Hence we have not reported on the related matters of this clause and sub-clauses (a) and (b).

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 inventory and fixed assets and for sale of goods and Services. We have not observed any major weakness in the internal control system during the course of the audit.

v. The Company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the rules prescribed by the Central Government of India under Section 148(1) of the Companies Act 2013 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of statutory dues.

a) The Company is not regular in depositing undisputed statutory dues with appropriate authorities including provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it.

b) There were no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and other material statutory dues in arrears as at 31st March 2015 for a period of more than six months from the date they became payable except the following:

Nature of Due Rs. In Lakhs

Corporate Dividend Tax 142.76

PF Employee Contribution 0.46

PF Employer Contribution 0.54

Professional Tax 0.11

TDS Payable 1258.75

Employees State Insurance 0.55

Sales Tax 43.46

Service Tax 1235.01

c) According to the information and explanations given to us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited on account of any dispute are as follows:

year to which Name of the Nature of Forum where dispute the amount Statute the dues is pending relates

Income Tax Income Tax The Commissioner of 2009-10 Act,1961 Income Tax(Appeals)

Income Tax Income Tax The Commissioner of 2010-11 Act,1961 Income Tax(Appeals)

Income Tax Income Tax The Commissioner of Act,1961 2011-12 Income Tax(Appeals)

Name of the Statute Amount. Deposit Unpaid Deposit (Rs. In Amount Amount Lakhs) (Rs.in Lakhs) (Rs.in Lakhs)

Income Tax Act, 1961 2188.06 - 2188.06

Income Tax Act, 1961 40,361.92 - 40,361.92

Income Tax Act, 1961 26,270.36 - 26,270.36

Total 68,820.34 - 68,820.34

d) In our opinion, there are no amounts required to be transferred to the investor education and protection fund by the Company.

e) The Company has accumulated losses exceeding 100% of its net worth at the end of the financial period and has incurred cash losses during the financial period covered by the audit and in the immediately preceding financial year.

f) According to the records of the Company examined by us and the information and explanations given to us, the company has defaulted in repayment of dues to financial institution and banks as at the Balance sheet date.

S.No. Name of the Bank Principal Interest

1 Andhra Bank 3615.62 827.30

2 Oriental Bank of Commerce 9,991.91 2,509.02

3 Bank of India - 1,909.63

4 Punjab National Bank - 2,591.41

5 State Bank of India - 3,956.85

6 Union Bank of India - 1,720.61

7 IDBI Bank Limited - 1,167.33

8 Andhra Bank - 3,159.66

9 Bank of India 3,050.60 -

10 Punjab National Bank 1,845.82 -

11 State Bank of India 3,543.51 -

12 Union Bank of India 2153.18 -

13 IDBI Bank Limited 125.67 -

14 Andhra Bank 1,220.46 -

g) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

h) We have not reported on this clause as no term loans were obtained by the Company during the period under rev iew.

i) During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Accounting Practice 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 period, nor have we been informed of such case by the management.

For RAMBABU & Co.

Chartered Accountants

Firm Reg No: 002976S

Ravi Rambabu

Place: Hyderabad Partner

Date: 29th May, 2015 M No. : 018541

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Jun 30, 2014

We have audited the accompanying financial statements of M/s. ICSA (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at June 30th 2014, 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.

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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. Basis for Qualified Opinion

i) Attention is invited to Note No. 7 to Notes on Financial Statements regarding non-provision of interest on working capital loans for an amount of Rs. 11,579.98 lacs. The loss of the company is understated to an extent of Rs. 11,579.98 lacs and the liability of the company is understated to that extent.

ii) Attention is invited to Note No. 9 to Notes on Financial statements regarding non- provision of interest on Term Loans from banks for an amount of Rs 7,131.35 lacs. The loss of the company is understated to an extent of Rs. 7,131.35 lacs and the liability of the company is understated to that extent.

iii) Attention is invited to Note No. 9 to notes on financial statements regarding non-provisions of interest on corporate dividend tax for an amount of Rs. 51.39 lacs which was provided for the financial year 2010-11. The loss of the company is understated to an extent of Rs 51.39 lacs and the liability of the company is understated to that extent.

iv) Attention is invited to Note No. 25(a)(iii) to Notes on Financial statements regarding no-provision of Rs. 6427.58 lacs, towards differential interest for non acceptance of CDR package by banks. The loss of the company is understated to an extent of Rs. 6427.58 lacs and the liability of the company is understated to that extent.

Qualified Opinion

Subject to the above, 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 June 30th 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.

Emphasis of matter

Confirmations of balances under Trade Receivables, Long Term loans and advances not having been obtained, reconciliation of such balances have not been done. We are unable to express our opinion on the adequacy of the provision for doubtful debtors and doubtful advances and consequent effect on the financial statements is not ascertainable.

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 except Accounting Standard - 15 relating to "Employee Benefits" issued by the Institute of Chartered Accountants of India.

e. On the basis of written representations received from the directors as on June 30th 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30th 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of ICSA (INDIA) LIMITED on the accounts of the company for the year ended 30th June, 2014.

1. In respect of Fixed Assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. As explained to us, fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the company is not affected.

2. In respect of its inventories

a. As explained to us, inventories have been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification is not reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are not reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventories. In our opinion and according to the information and explanations given to us, no discrepancies noticed on physical verification as compared to the book records.

3. In respect of the loans, secured or unsecured granted or taken by the company to/or from companies, or other parties covered in the register maintained under section 301 of the Companies Act,1956

a. Company has taken loans aggregating to Rs. 2500.00 lacs from parties listed in the register maintained under section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan taken by the company from such parties listed in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

c. There is no overdue amount in-respect of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for payment of the Principal, and overdue amount of more than one lakh does not arise.

d. Company has given loan aggregating to Rs. 4194.30 lacs to parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan given by the company to such parties listed in the register maintained under section 301 of the companies act, 1956 are prima facie, prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and payment for expenses and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. In respect of contracts or arrangements preferred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of each party covered above during the period have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(d)(1) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 30th June, 2014 for a period of more than six months from the date they became payable except

b. According to the information and explanations given to us, there is no amounts payable in respect of Provident Fund, Employee''s State Insurance. Wealth tax, customs duty and excise duty which have not been deposited on account of any disputes. The dues of Income Tax, Sales Tax and Service Tax as disclosed below have not been deposited by the company on account of disputes.

Name of Nature Period to Forum where Amount. Deposit Unpaid the of the which the dispute is (Rs. In Amount Deposit Statute dues amount pending Lakhs) (Rs.in Amount relates Lakhs) (Rs.in Lakhs)

Income Income 2009-10 The 2188.06 - 2188.06 Tax Tax Commissioner Act,1961 of Income Tax (Appeals)

Income Income 2010-11 The 40,361.92 - 40,361.92 Tax Tax Commissioner Act,1961 of Income Tax (Appeals)

Total 42549.98 - 42549.98

10. The Company has accumulated losses exceeding 100% of its net worth at the end of the financial period and has incurred cash losses during the financial period covered by the audit and in the immediately preceding financial period.

11. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that, the Company has defaulted in repayment of dues to financial institutions, bank and debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in Shares, securities, debentures, mutual funds & other Investments. Accordingly, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on the information given by the management, we report that the company has not raised any term loans during the year.

17. In our opinion, according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 30th June, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, the Company has not issued debentures during the period covered by our report. Hence, the Company is not required to create or register or modify any security or charge.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For RAMBABU & Co. Chartered Accountants Firm Reg No: 002976S

Ravi Rambabu Place: Hyderabad Partner Date: 27-08-2014 M No. : 018541

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Jun 30, 2013

Report on Financial Statements

We have audited the accompanying financial statements of M/s. ICSA (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at June 30th 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

i. Attention is invited to Note No.10 to Notes on Accounts regarding non-provision of interest on corporate dividend tax for an amount of Rs.34.26 lacs on provision for corporate dividend tax which was provided for the financial year 2010-11.

Opinion

Subject to the above, 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 June 30th 2013;

b) In the case of the Statement of Profit and Loss, of the loss for the period ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the period 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 specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except Accounting Standard - 15 relating to "Employee Benefits" issued by the Institute of Chartered Accountants of India.

e) On the basis of written representations received from the directors as on June 30th 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30th 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of ICSA (INDIA) LIMITED on the accounts of the company for the period ended 30th June, 2013.

1. In respect of Fixed Assets:

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

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the company is not affected.

2. In respect of its inventories

a) As explained to us, inventories have been physically verified during the period by the management at regular intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. In our opinion and according to the information and explanations given to us, the discrepancies noticed on physical verification as compared to the book records.

3. In respect of the loans, secured or unsecured granted or taken by the company to/or from companies, or other parties covered in the register maintained under section 301 of the Companies Act,1956:

a) Company has taken loans aggregating to Rs. 927.66 lacs from parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan taken by the company from such parties listed in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) There is no overdue amount in-respect of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956, the question of statement on the steps taken for payment of the Principal, and overdue amount of more than one lakh does not arise.

e) Company has given loan aggregating to Rs. 4295.07 lacs to parties listed in the register maintained under section 301 of the Companies Act, 1956.

f) According to the information and explanations given to us, we are of the opinion, the terms and conditions on which loan given by the company to such parties listed in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. In respect of contracts or arrangements preferred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of each party covered above during the period have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(d)(1) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 30th June, 2013 for a period of more than six months from the date they became payable except corporate dividend distribution tax Rs.142.76 lacs and TDS Payable Rs.1230.38 lacs.

(b) According to the information and explanations given to us, there is no amounts payable in respect of Provident Fund, Employee''s State Insurance. Wealth tax, customs duty and excise duty which have not been deposited on account of any disputes. The dues of Income Tax, Sales Tax and Service Tax as disclosed below have not been deposited by the company on account of disputes.

Nature Period to Amount. Deposit Unpaid Deposit

Name of the which the Forum where of the (Rs. In Amount Amount Statute amount dispute is pending dues relates Lakhs) (Rs.in Lakhs) (Rs.in Lakhs)

2009-10

Income Tax Income The Commis- sioner Act,1961 Tax of Income 2188.06 - 2188.06 Tax (Appeals) 2010-11 and

Income Tax Interest 201H2 Commis- sioner of 430.59 430. 59 Act,1961 on TDS Income Tax

2010-11,

A.P VAT Act, Sales 2011-12 and Commercial Tax 2005 Tax 2012-13 officer 428.23 - 428.23 2010-11,

Finance Act, Service 2011-12 and 1994 Tax 2012-13 Superin tendent 363.80 - 363.80

Total 3410.68 - 3410.68

10. The Company has accumulated losses at the end of the financial period and has incurred cash losses during the financial period covered by the audit and in the immediately preceding financial period.

11. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that, the Company has defaulted in repayment of dues to financial institutions, bank and debenture holders.

(Rs. lacs)

S. No Name of the Bank Principal Interest

1 Andhra Bank - 210.24

2 Oriental Bank of Commerce - 928.62

3 Bank of India 104.49 55.07

4 Punjab National Bank 275.97 94.16

5 State Bank of India - 58.86

6 Union Bank of India 105.00 65.02

7 IDBI Bank Limited 140.69 29.77

8 Andhra Bank 305.46 255.13

9 Oriental Bank of Commerce 244.76 132.12

10 Bank of India - 159.57

11 Punjab National Bank - 155.99

12 State Bank of India - 192.47

13 Union Bank of India - 161.82

14 Andhra Bank - 87.80

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in Shares, securities, debentures, mutual funds & other Investments. Accordingly, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on the information given by the management, we report that the company has not raised any term loans during the period.

17. In our opinion, according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 30th June, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the period.

19. According to the information and explanations given to us, the Company has not issued debentures during the period covered by our report. Hence, the Company is not required to create or register or modify any security or charge.

20. The Company has not raised any money by public issue during the period.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the period, nor have we been informed of such case by the management.

For RAMBABU & Co.

Chartered Accountants

Firm Reg No:002976S

Sd/-

Ravi Rambabu

Place: Hyderabad Partner

Date: 29-08-2013 M.No. : 018541

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of ICSA (INDIA) LIMITED as at March 31, 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 Companys Management. Our responsibility is to express an opinion on the financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 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 purpose of our audit;

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

iii) The balance sheet, the profit and loss account and cash flow

statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, We report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Sec. 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 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of balance sheet, of the state of affairs of the company as at March 31, 2011;

b) in the case of 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 to the Auditors Report Re: ICSA (INDIA) LIMITED Referred to in paragraph 3 of our report of even date.

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

b) All the assets have been physically verified by the management during the year and there is also a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off a substantial part of the Fixed Assets, according to the information and explanations given to us.

ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence Clause (iii) [a] to [g] of paragraph 4 of the Companies (Auditors report) Order 2003 is not applicable to the Company for the current year.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v) a) According to the information and explanations given to us, that the particulars of all contracts or arrangements that 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted public deposits covered by the provisions of sections 58 A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

viii) In our opinion and according to the information and explanations given to us, the company has maintained cost records where ever applicable.

ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act ,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b) According to the information and explanation given to us , no undisputed amounts payable in respect of sales tax, service tax, customs duty and excise duty were in arrears, as

at March 31, 2011 for a period of more than six months from the date they become payable.

c) According to the information and explanation given to us, there were no dues of income tax, sales tax, service tax, customs duty and excise duty, which have not been deposited on account of any dispute.

x) In our opinion, the company has no accumulated losses. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

xii) We are of the opinion that 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 the company is not required to maintain any records thereof.

xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

xv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

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

xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. However, the company has during the current year, issued 2,500,000 fully convertible warrants to the promoter group at an issue price of Rs. 145 per warrant, convertible to 2,500,000 equity shares.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

xx) The company had not raised any money by public issues during the period covered by audit.

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



for VDNR & ASSOCIATES Chartered Accountants

D. Venkateswarlu

Partner

Membership No. : 028488

Firm Reg. No. 011251S

Place: Hyderabad

Date: May 20, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of ICSA (INDIA) LIMITED, as at 31st March, 2010, 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 Companys Management. Our responsibility is to express an opinion on the financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in theannexure a statement on the matters specified in paragraph 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 I purpose of our audit;

ii) In our opinion, proper books of accounts as required by law j 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 i

statement dealt with by this reportare in agreement with the books of accounts;

iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Sec. 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 give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of balance sheet, of the state of affairs of the company as at 31st March, 2010;

b) in the case of 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:

Referred to in paragraph 3 of my report of even date.

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

b) All the assets have been physically verified by the management during the year and there is also a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off a substantial part of the Fixed Assets, according to the information and explanations given to us.

ii)a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) a)According to the information and explanations given to us, the Company has not taken loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion, there were no other terms and conditions.

c) Since the Company has not taken any loans, the repayment of principal and Interest dose not arise.

d) There is no overdue amount of loans taken from companies, firms, other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

e) According to the information and explanations given to us, the Company has granted interest free unsecured loan to its related parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 8.62 Lakhs and year end balance of the loan granted was Rs. 8.62 Lakhs

f) In our opinion and according to the information given to us, the terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

g) There is no overdue amount in respect of inter corporate loans.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company. v) a) According to the information and explanations given to us, the particulars of all contracts or arrangements that 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted public deposits covered by the provisions of Sections 58A and 58AA of the Act and the rules framed thereunder.

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

viii)ln our opinion and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any of the products or activity of the Company.

ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of sales tax, service tax, customs duty and excise duty were in arrears, as at 31-03-2010 for a period of more than six months from the date they become payable.

c) According to the information and explanation given to us, there were no dues of income tax, sales tax, service tax, customs duty, and excise duty, which have not been deposited on account of any dispute.

x) In our opinion, the Company has no accumulated losses. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

xii) We are of the opinion that 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 the Company is not required to maintain any records thereof.

xiii)ln our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv)ln our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the

provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi)ln our opinion, the term loans have been applied for the purpose for which they were raised.

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

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

xix)According to the information and explanations given to us, during the period covered by our audit report, the Company had not issued any debentures.

xx) The Company had not raised any money by public issues during the period covered by audit.

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

VDNR a ASSOCIATES Chartered Accountants

D. Venkateswarlu

Partner Place: Hyderabad Membership No.: 028488

Date: 16/06/2010 Firm Reg. No. 011251S

Re: ICSA (INDIA) LIMITED