Auditor Report of IKF Technologies Ltd.

Mar 31, 2016

To the Members of

IKF TECHNOLOGIES LIMITED Report on the Financial Statements :

We have audited the accompanying financial statements of IKF TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the 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 and financial performance 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 reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion :

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

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016

2. In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date;

3. In the case of 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, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013 [hereinafter referred to as the Order], we give in the Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such control, refer to our separate report in Annexure ‘B’

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement as referred to in Note No. 12(iii) to 12(v) to the financial statements.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

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

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

c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company.

2. The Company is a service company, primary rendering Telecom services, BPO services, Software services and other IT enable services. Accordingly, it does not hold any physical inventories. Thus, Paragraph 3(ii) of the order is not applicable to the Company.

3. The Company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the Register maintained under section 189 of the Act. Accordingly the provisions of Clause 3(iii) (a) to (c) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, the Company has complied with the provision of section 185 and 186 of the Act, with respect to the loans and investments made.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause 3(v) of the CARO 2016 are not applicable to the company.

6. The Central Government of India has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 for any of the services rendered by the company.

7. a) According to the records of the company, the company is not regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are undisputed amounts payable in respects of the aforesaid dues outstanding, as at 31st March, 2016 for a period of more than six months from the date they became payable. Details are as follows:-

Particulars	Amount ( '' in ‘000 )
PF	2,293
Income Tax	28,188
Service Tax	60,533
Total	91,014

b) Details of dues of Income Tax, Sales Tax, duty of Custom, Wealth Tax, Service Tax, duty of Excise, Value Added Tax and Cess, which have not been deposited as on 31stMarch, 2016 on account of dispute are given below :

Sl. No.	Name of Statute	Nature of Dues	Amount (? in ''000)	Period	Forum where dispute is pending
1	Income Tax Act, 1961	Income Tax	7,649	A.Y. 2010-11	CIT (Appeal) - 1 / Kolkata
2			619	A.Y. 2012-13
3			2	A.Y.2013-14

8. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank as at the balance sheet date.

9. Based on our audit procedures and on the information given by the management, we report that the company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purpose for which they are raised.

10. In our opinion and according to the information and explanation given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanation given to us and based on our examination of the records of the Company, the Managerial Remuneration paid by the Company has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. According to the audit procedure performed and the information and explanations given to us by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the order are not applicable to the Company.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub Section 3 of Section 143 of thepom''pafties Act, 2013 (“the Act”)

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

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For MANDAWEWALA & CO.

Chartered Accountants

Firm Registration No: 322130E

[CA. SWATI SINGHAL]

Dated : 30th April, 2016 Partner

Place : Kolkata Membership No: 308308

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Mar 31, 2015

We have audited the accompanying financial statements of IKF TECHNOLOGIES LIMITED("the Company"), which com- prise the Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the 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 and financial performance 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 reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion :

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial state- ments 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:

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015

2. In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date;

3. In the case of 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 subsection (11) of section 143 of the Companies Act, 2013 [hereinafter referred to as the Order], 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement as referred to in Note No. 13 (ii) to (iv) to the financial statements.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of IKF Technologies Limited on the accounts of the company for the year ended 31st March, 2015.

1. 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 at reasonable intervals; no material discrepancies were noticed on such verification.

2. 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 management are reasonable and adequate in relation to the size of the company and 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.

3. The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties listed in the register maintained pursuant to provision of section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business 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 weakness in internal controls system.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the company.

6. The Central Government of India has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 for any of the products of the company.

7. a) According to the records of the company, the company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are undisputed amounts payable in respects of the aforesaid dues outstanding, as at 31st March, 2015 for a period of more than six months from the date they became payable. Details are as follows:-

Particulars Amount ( Rs. in ‘000 )

ESI 969

Income Tax 26,308

Service Tax 38,366

Total 65,643

b) Details of dues of Income Tax, Sales Tax, duty of Custom, Wealth Tax, Service Tax, duty of Excise, Value Added Tax and Cess, which have not been deposited as on 31stMarch, 2015 on account of dispute are given below :

Sl. Name of Nature of Amount Period Forum where No Statute Dues (Rs. in dispute is ‘000) pending

1 Income Tax Income Tax 14,978 A.Y. 2011-12 Act, CIT(Appeal) - 1 2 1961 2,424 A.Y. 2012-13 / Kolkata

c) According to the information and explanation given to us, there are no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company has no accumulated losses as at 31st March, 2015 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank as at the balance sheet date.

10. In our opinion, the company have not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 3 (x) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

11. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

12. In our opinion and according to the information and explanation given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

1, British Indian Street, For, MANDAWEWALA & CO. 1st Floor, R. No. 110D, Chartered Accountants Kolkata - 700 069. Firm Registration No: 322130E

[CA. SWATI SINGHAL] Dated : 30th May, 2015 Partner Place : Kolkata Membership No: 308308

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Mar 31, 2014

We have audited the accompanying financial statements of IKF TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2014, 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.

Management''s Responsibility for the Financial Statements :

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which cotinues to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular No. 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility :

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance withthe 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 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 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.

Opinion :

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

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

ii. In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Report on Other legal and Regulatory Requirements :

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (which continues to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular No. 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs);

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

The Annexure referred to in paragraph 1 of Auditors'' Report of even date to the members of IKF Technologies Limited on the accounts 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:

1. (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 at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of Fixed Assets has not been disposed off by the Company during the year.

2. The company is a service company, primarily rendering information technology enabled service and Business Process Outsourcing (BPO) service. Accordingly it does not hold any physical inventory. Thus paragraph (ii) of the order is not applicable.

3. As informed to us, the company has not granted / taken unsecured loans to / from companies, firms or other parties covered in the register maintained under section 301 of Companies Act, 1956.

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 and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Based on the audit procedure applied by us and according to the information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under Section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for service rendered by the company.

9. (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 not regularly deposited with the appropriate authorities. According to the information and explanations given to us there were outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

Details are as follows

Particulars Amount ( Rs. in ''000 )

ESI 2,572

PF 7,844

Income Tax 26,308

Total 36,724

(b) According to the information and explanations given to us, there is no amounts payable in respect of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. Income Tax amounting to Rs. 3,27,70,721/- for the Assessment Year 2010-11 and 2011-12 was not deposited due to an appeal filed by the company before the Commissioner of Income Tax (Appeal) - I/Kolkata.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given 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.

13. The Company is not a chit fund or a nidhi /mutual benfit 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. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

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 our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 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. The Company has no outstanding debentures during the period under audit.

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 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.

1, British Indian Street, For, MANDAWEWALA & CO. 1st Floor, R. No. 110D, Chartered Accountants Kolkata - 700 069. Firm Registration No: 322130E

Sd/- [CA. SONAM AGARWAL] Dated : 25th April, 2014 Partner Place : Kolkata Membership No: 302599

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. IKF Technologies Limited as at 31st March 2012 , the related Profit and Loss Statement and the Cash Flow Statement of the Company for the year ended on that date, annexed hereto and report that : -

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.

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

As required by the Companies (Auditor's Report) Order 2003 issued by the Central government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclosure in the Annexure a statement on the matters specified in paragraphs 4 & 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 purposes of our audit :

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

(iii) The said Balance Sheet, Profit and Loss Account and Cash Flow Statement are in agreement with the books of account;

(iv) In our opinion the Profit & Loss Account and the Balance Sheet of the Company Comply with the Accounting Standards referred to in the sub- section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2012 from being appointed as a Director in term of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) Subject to our comments given in paragraph (vii) below, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read the notes thereon give the information required by the Company Act, 1956, in the manner so required give a true and fair view, in conformity with 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, 2012

b) in the case of the Profit & Loss Account, of the Profit of the Company 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

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

(b) The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. The company is in process of reconciliation of physically verified fixed assets with the fixed assets register and management represents based on their judgment that there will not be any material discrepancies.

(c) There was no major disposal of Fixed Assets during the year.

(ii) The company is a service company, primarily rendering information technology enabled service and business process outsourcing (BPO) service. Accordingly it does not hold any physical inventory. Thus paragraph (ii) of the order is not applicable.

(iii) As informed to us, the company has not granted/taken unsecured loans to/from companies, firms or other parties covered in the register maintained under section 301 of Companies Act, 1956.

(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 for purchase of fixed assets and sale of services.

v) Based on the audit procedure applied by us and according to the information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under Section 301 of the Companies Act 1956.

vi) The Company has not accepted deposits from public with in the meaning of Section 58A and 58AA of the Companies Act, 1956.

vii) In our opinion, the company has an internal audit system within the Company, which is required to be further, strengthen.

viii) The Central Government has not prescribed for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for service rendered by the company.

ix) According to the information and explanations given to us by the Company, the Company is not regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us there are undisputed amounts payable in respect of Income Tax, ESI, Service Tax, Professional Tax were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable. Details are as follows

Particulars Amount (` in '000)

ESI 1,336

Professional Tax 85

Service Tax 9,102

TDS 1,730

Total 12,253

x) The Company does not have any accumulated loss and it has not incurred any cash losses during the current financial year and in the immediate preceding financial year.

xi) In our opinion and according to the information and explanations given to us by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or bank.

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 explanations given to us, the nature of activities of the Company does not attract any special statue applicable to chit fund and nidhi / mutual benefit fund / societies.

xiv) As informed and explained to us, the Company has dealt / traded in securities or debentures during the year under review and in some cases the transfer formalities is under process.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

xvi) According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

xvii) On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March 2012 we find that the funds raised on a short-term basis have not been used for long-term investments and vice-versa.

xviii) On the basis of information received from the management during the year no allotment has been made by the company. SEBI has issued a notice to the company that it is not suppose to issue any further equity shares or any other instrument convertible into equity shares or alter their share capital in any manner without its directions

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised money through public issue during the year.

xxi) According to the information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For Agarwal Vishwanath & Associates Chartered Accountants

Firm Reg. No. 323024E

Sd/- CA Vishwanath Agarwal

Date : 19th May 2012 Partner

Place : Kolkata Membership No. 54806

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s IKF Technologies Limited as at 31st March 2011and the Profit and Loss Account of the Company for the Year ended on that date, annexed hereto and report that

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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 paragraphs 4 & 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 purposes of our audit.

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

(iii) The said Balance Sheet, Profit and Loss Account and Cash Flow Statement are in agreement with the books of account;

(iv) In our opinion the Profit & Loss Account and the Balance Sheet of the Company comply with the Accounting Standards referred to in the sub- section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representation received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2011 from being appointed as a Director in term of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required give a true and fair view, in conformity with 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, 2011.

b) in the case of the Profit & Loss Account of the Profit of the Company 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

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

(b) The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed assets. The company is in process of reconciliation of physically verified fixed assets with the fixed assets register and management represents based on their judgment that there will not be any material discrepancies.

(c) There was no major disposal of Fixed Assets during the year.

(ii) The company is a service company, primarily rendering information technology enabled service and business process outsourcing (BPO) service. Accordingly it does not hold any physical inventory. Thus paragraph (ii) of the order is not applicable.

(iii) As informed to us, the company has not granted/ taken unsecured loans to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(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 for purchase of fixed assets and sale of services.

(v) Based on the audit procedure applied by us and according to the information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under Section 301 of the Companies Act 1956.

(vi) The Company has not accepted deposits from public with in the meaning of Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is required to be further strengthen.

(viii) The Central Government has not prescribed for the maintenance of cost records under section 209(1) (d)of the Companies Act, 1956 for service rendered by the company.

(ix) According to the information and explanations given to us by the Company, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us there are no undisputed amounts payable in respect of incomeTax, Wealth Tax, Sales Tax, Excise Duty and Customs Duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(x) The Company does not have any accumulated loss and it has not incurred any cash losses during the current financial year and in the immediate preceding financial year.

(xi) In our opinion and according to the information and explanation given to us by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

(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 explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

(xiv) As informed and explained to us, the Company has not dealt / traded in securities or debentures during the year.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

(xvi) According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

(xvii) On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March 2011 we find that the funds raised on a short-term basis have not been used for long-term investments and vice- versa.

(xviii)On the basis of information received from the management during the year no allotment has been made by the company.

(xix) The Company did not have any outstanding debentures during the year.

(xx) According to the information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For Agarwal Vishwanath & Associates Chartered Accountants Firm Reg.No 323024E

Sd/-

CA Vishwanath Agarwal

Kolkata Partner

27th April, 2011 Membership No. 54806