Auditor Report of Indo Pacific Projects Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Indo Pacific Projects Ltd (Formerly Known as Indo- Pacific Software & Entertainment Limited), which comprise the Balance Sheet as at March 31, 2015, 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. 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.

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1, As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (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 chat:

(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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

(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 [and with the returns received from branches not visited by us;)

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

(e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

As referred to in Paragraph l of our report of Event Date)

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

b) The management has physically verified all its fixed assets at reasonable intervals and no material discrepancies were noticed on such physical verification.

(ii) a) As per the information furnished, the management at reasonable intervals during the year has physically verified the inventories.

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

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books record were not material and have been property dealt with in the books of account.

a) The company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 1S9 of the Companies.

b) The receipt of the principal amount and interest wherever applicable are regular.

The overdue amount is more than rupees one lacs, and reasonable steps have been

c) taken by the company for recovery of the principal and interest.

(v) in our opinion and according to the information and explanations given to us, there

are adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There Is no continuing failure to correct major weaknesses in internal control system,

(v) The company has not accepted deposits, there for the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal

(vi) The Central Government has not prescribed maintenance of Cost Records under Section 209(l)(d) of the Companies Act, 1956 in respect of the Company's product.

(Vii) a) the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and there are no arrears of outstanding statutory dues as at 31st March 2015 for a period of more than six months from the date they became payable

b) According to the records of the Company There are no dues of income tax or S3les tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess

The 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 are not applicable o company.

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

ix} According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

(x) The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the company;

(xi) The Company has applied term loan respectively for the purpose for which the loans were granted.

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

For San jay S. Agrawal & Co.

Chartered Accountants

F.R.No. 116200W

Place: Nagpur

Date :26/05/2015

(Dhiraj M. Moryani)

Partner

M.No. 129877

---

Mar 31, 2014

We have audited the aceompaoyfoll ftrxandil statement! of indo Pacific Software Entertainment ttd . which comprise the Balance Sheet is it March 31, 2CM. and the Statement of Pit-fit and Lois and Cam flow Statement for the year then ended, and a summary at significant accounting poUtirt and other explanatory information

Management's Responsibility for the nnencW Statements

Management is responsible for the prepaiatlon of these financial statements that give a true and fair view of the financial position, financial performance and caih flows of the Company in accordance with the Accounting Standard! referred to in sub-section <3C] of taction 211 of the Companies Act 1956 the respomibtbty 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 andare free from material misstatement, whether due to fraud error.

Auditor's Responsibility

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

An audit PivoIvbs performing procedures to abeam audit tvtdenct about me amounts and disclosures in the financial statements. The procedures selected depend on the auditor's tuedment Mchjdtng the assessment of the risks of materiel misstatement of the financial statements, whether due to baud or error. In making those risk assessments, the auditor considers internal control rattvant to the Company's preparation and fair presentation of the financial statements in order to design audit piocedms that are appropriate in the rimanstances. 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 trial the audit evidence we Maw obtained H sufficient and appropriate to provide a bails for OUT audti OfHtwi.

Opinion

In our opinion arid 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 trie manner so requited and give a true and fair view in conformity with the aeeoirtting principles generally accepted in India:

la in the cat* of the Balance Sheet, of the State of affairs of the Company IS at Mauri 31, JOW |b| m them of the Profit and Loss Account, of trie profit/less for the year ended on that date; end Id In the case of the Cash Flow Statement, of the cash Bows for the year ended on that date.

Report on Other Legal and Itegulwory Requirements

1. As required by the Companies (Auditor-! Report] Order, 7001 issued by the Central Government of India in terms of sub- section |*A) of section 337 of Use Art. we give fo the Anrwtue a statement on the miners specified «l paragraphs 4 and 5 of the Ortler.

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

[a] we have obtilied al the information and explanations which to trie best of our knowledge and belief were necessary for the purpose- of our audit;

(b| in our opinion proper books of it count as requited by law have been kept by the Company so for as appears from our examination of them boots land proper returns adequate ftw the purposes of our audit have been received from branches not visited by us);


Id) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Bow Statement comply with the Accounting Standards referred to In subsection (3C| of section 711 of the companies Act. 1956,

(e) on the basis of written representations received from the director* as on March 31, 3014, and taken on record bv the Board of Directors, none at the direction b disqualified at on March 31. 2014. from being appointed as a director In terms of danse
AHMEXURE TOAUPfIPH'S RETORT

(As referred tain paragraph 1 of our report of Event Date)

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

b) The management has physically verified all Its fixed assets at reasonable intervals and no material discrepances we™ noticed on such physical verification,

C) There was no substantial dispersal of fixed assets during the year.

ii) a) As per the Information furnished, the management it reasonable intervals during the year has physically verified the Inventories.

b| In our opinion and accordingly to the Information and explanation given to usr procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the sire of the company and the nature of its business.

c) In oof opinion, the company is maintaining proper records of inventory The discrepancies noticed on physical verification of Inventory as compared to bools record were not material and have been property dealt with in the books of account.

(ill) a) The company has granted unsecured loan to parties that ate covered In the register maintained under -section 301 ot the Company Act, 1956. The number ql parties invoked are 11 and the amount involved is Rs.210T.71 lakhs

The company hod granted interest free loan and the other terms and conditions of leans granted by the company are prima laoe nit prejudicial to the Interest of the company

c| The receipt of the principal amount and interest wherever applicable are regular.

e| The Company has taken loans from companies, firms or other parties listed In the register maintained under section 101 of the companies Act 1956- The amount invoked is Rs_ 764.64 lakhs and the number of parties involved are S.

f) The the rate of Interest and other terns and condition* of loans laker by the company, secured or unsecured, are prima facie prejudicial to the interest of the company:

g) The payment of the pone end amount and Interest wherever applicable are regular.

lv) In our opinion and according to the informal ton and explanations given to us, there are generally adequate Internal control procedures commensurate with the size of the company and the nature of Hi business for purchase of Inventory and or fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed In these Internal controls.

(v) l) According to the information and explanation given to VS, we are of the opinion that the transactions that need to be entered ip the register maintained under section 301 of the Companies Act, 1956 have been so entered

(VII) In our opinion and according to the information and explanation given tti us the Iransaction; made In pursuance of contracts or arrangements entered in the Register maintained under Section 301 ol the companies Ad, 1956 and exceeding the value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi| In our opinion and according to the information and explanation ghren to us, the Company

has not accepted any deposit from the public within the meaning of Section S8A and 58M of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules. 1975.

(vii) As per the information and explanation given to us, the Company has an internal audit system commensurate to the we of the Company and the nature of its business

(viii) The Central Government has not prescribed maintenance of Cost Records under section 709(1 |(d) of the Companies Ad, 1956 In respect of the Company's product

(X) a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Employees State Insurance, Income Tax, Service Tax and any other statutory dues wherever applicable with the appropriate authorities. According to the Information and explanation give to us, no undisputed arrears of statutory dues were outstanding as at 31* March, 2013 for a period of more than six months from the date they became payable

XI) Accord mg to the records of the Comps ny there are no statutory dues, which are outstanding on account of any dispute at the end of the year.

(] The Company does not have accumulated losses at the end of the financial year and has not incurred cash tosses in the current or in the immeefiatety preceding financial year.

(xl) According to the records of the Company examined by us and the information and explanation given to os, the Company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

(jail The company has not granted any loans and advances on the basil of security by way of pledge of Shares, Debentures and other Securities

The provtiwil of any special statute applicable to chit funds/ nidhl/mutuil benefits funds/society do not apply to the company.

(xiv) in our opinsm, the Company is not a dealer or trader In Stares, Securities, Debentures and other Investments.

(XXI) Acwtdlng to the mformitiofi and eaplanatons given to us by the mamagement the Company has not given arty guarantee for loans taken by Others from tanks Or Financial Institutions Ml The Company u regular hi ne-paynnent o# Principal amount of term loan and interest due thereon

(xvii) The Company has run made any allotment of equity Share on preferential basis to body corporate.

(xix) The Companr has not bated any debentures.

(ti| The Company has not raised any money by pubic issues during the year

XI) During the course of our mamm jt ton of the books and records of the company, timed ouR accordant* with the general accepted auditing Piddles In India, and according ID the Information arid explanations given to us, we have neither come accross any insuance of fraud On Cr by the company, noticed or reported during the year, nor have we been Informed of such cate by the management

For SANIki S. AtiRflWJU 6 CO Chartered Accountants frn no 11620w

Place ; Nagpur Dated: 3O/05/2014

[Dhiraj M. Moryan] Partner M. No, 129877

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S. INDO PACIFIC SOFTWARE & ENTERTAINMENT LTD., as at 31 March 2012 and its Profit and Loss Account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by Companies (Auditor''s Report) Order, 2004 issued by the Central Government of India in terms of Sub- section (4A)of the Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paras 4 and 5 of the said orders.

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

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Account of the company.

d) In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report comply with Accounting Standards referred to in subsection (3c) of section 211 of the companies Act, 1956.

e) On the basis of written representations received from the Directors, as on 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 terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

I. In the case of the Balance Sheet, of the state of Affairs of the Company as on 31st March, 2012 and:

II. In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO AUDITOR''S REPORT (As referred to in Paragraph 1 of our report of Event Date)

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

b) The management has physically verified all its fixed assets at reasonable intervals and no material discrepancies were noticed on such physical verification.

c) There was no substantial disposal of fixed assets during the year.

(ii) a) As per the information furnished, the management at reasonable intervals during the year has physically verified the inventories.

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

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books record were not material and have been property dealt with in the books of account.

(iii) a) The company had not granted unsecured loan to parties that are covered in the register maintained under section 301 of the Company Act, 1956.

b) The company had granted Interest free loan and the other terms and conditions of loans given by the company are prima facie prejudicial to the interest of the company -NA

c) Whether receipt of the principal amount and interest wherever applicable are also regular. -NA

d) The overdue amount is more than rupees one lacs, and the company has not called for repayment, hence clause is not applicable

e) The Company has taken loans from companies, firms or other parties listed in the register maintained under section 301 of the companies Act 1956. The amount involved is Rs. 12.45 crores.

f) The company had taken Interest free loan and the other terms and conditions of loans taken by the company are prima facie prejudicial to the interest of the company

g) The payment of the principal amount and interest wherever applicable are regular.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and or fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in these internal controls.

(v) a) According to the information and explanation given to u, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation 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 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) As per the information and explanation given to us, the Company has an internal audit system commensurate to the size of the Company and the nature of its business.

(viii) The Central Government has not prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Company''s product.

(ix) a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Employees State Insurance, Income Tax, Service Tax and any other statutory dues wherever applicable with the appropriate authorities. According to the information and explanation give to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

b) According to the records of the Company there are no statutory dues, which are outstanding on account of any dispute at the end of the year.

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

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures and other Securities.

(xiii) The provisions of any special statute applicable to chit funds/ nidhi/mutual benefits funds/society do not apply to the company.

(xiv) In our opinion, the Company is not a dealer or trader in Shares, Securities, Debentures and other Investments.

(xv) According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks or Financial Institutions.

(xvi) The Company is regular in re-payment of Principal amount of term loan and interest due thereon.

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

(xviii) The Company has not made any allotment of equity Share on preferential basis to body corporate.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issues during the year.

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

For SANJAY S. AGRAWAL & CO.

Chartered Accountants

Place : Nagpur F.R NO.116200W

Dated : 30/05/2012 Sd/-

(Dhiraj M. Moryani)

Partner

M. No. 129877

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S. INDO-PACIFIC SOFTWARE & ENTERTAINMENT LTD., as at 31st MARCH, 2011 and it's Profit & Loss Account for the year ended on that date, annexed thereto. These financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors) Report Order, 2003 as amended by companies Auditors Report Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paras 4 and 5 of the said orders.

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

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

b) In our opinion, proper Books of accounts, as required by law have been kept by the company so far as it appears from the examination of such books;

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts of the company.

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

e) On the basis of written representations received from the Directors, as on 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 terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of account give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India;

I) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011 and

II) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

(As referred to in Paragraph 1 of our report of Event Date)

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

b) The management has physically verified all its fixed assets at reasonable intervals and no material discrepancies were noticed on such physical verification.

c) There was no substantial disposal of fixed assets during the year.

(ii) a) As per the information furnished, the management at reasonable intervals during the year has physically verified the inventories.

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

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the company has granted interest free unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The terms and conditions in the said respect are not primafaice prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and or fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in these internal controls.

(v) a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation 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 lacs in respect of any party during the year, have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) As per the information and explanation given to us, the Company has an internal audit system commensurate to the size of the Company and the nature of its business.

(viii) The Central Government has not prescribed maintenance of Cost Records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company's product.

(ix) a) According to the information and explanation given to us and the records examined by us, the company is

regular in depositing undisputed statutory dues including Employees State Insurance, Income Tax, Service Tax and any other statutory dues wherever applicable with the appropriate authorities. According to the information and explanation given to us, no undisputed arrears of statutory dues were outstanding as at 31 March, 2011 for a period of more than six months from the date they became payable.

b) According to the records of the Company there are no statutory dues, which are outstanding on account of any dispute at the end of the year.

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

(xi) According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures and other Securities.

(xiii) The provisions of any special statute applicable to chit funds/ nidhi/ mutual benefits funds/ society do not apply to the company.

(xiv) In our opinion, the Company is not a dealer or trader in Shares, Securities, Debentures and other Investments.

(xv) According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

(xvi) The Company is regular in re-payment of Principal amount of term loan and interest due thereon.

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

(xviii) The Company has not made any allotment of equity Share on preferential basis to body corporate.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issues during the year.

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

PLACE: NAGPUR For M/s. Sanjay S. Agrawal & Co.,

DATE: 31/05/2011. Chartered Accountants

DHIRAJ M. MORYANI PARTNER M. No.: 129877

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S.INDO-PACIFIC SOFTWARE & ENTERTAINMENT LTD., as at 31st MARCH, 2010 and its Profit & Loss Account for the year ended on that date, annexed thereto. These financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our Audit in accordance with 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 misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report), order 2003 as Amended by Companies (Auditors Report) Order, 2004 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 para 4 and 5 of the said orders.

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

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

b) In our opinion, proper Books of Accounts as required by law have been kept by the Company, so far as appears from the examination of such Books;

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts of the Company;

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

e) On the basis of written representations received from the Directors, as on 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 section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of 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;

I) In the case of the Balance Sheet, of the State of Affairs of the Company as on 31st March, 2010 and

II) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

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

b) The management has physically verified all its fixed assets at reasonable intervals and no material discrepancies were noticed on such physical verification.

c) There was no substantial disposal of fixed assets during the year.

(ii) a) As per the information furnished, the management at reasonable intervals during the year has physically verified the inventories.

b) In our opinion and according to the information and explanation given to us, pr ocedures of physic al verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the company has granted interest free unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The terms and conditions in the said respect are not prima-faice prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate

internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and or fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in these internal controls.

(v) a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to the information and explanation 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 lacs in respect of any party during the year, have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) As per the information and explanation given to us, the Company has an internal audit system commensurate to the size of the Company and the nature of its business.

(viii) The Central Government has not prescribed maintenance of Cost Records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Companys product.

(ix) a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Employees State Insurance, Income Tax, Service Tax and any other statutory dues wherever applicable with the appropriate authorities. According to the information and explanation given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

b) According to the records of the Company there are no statutory dues, which are outstanding on account of any dispute at the end of the year.

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

(xi) According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures and other Securities.

(xiii) The provisions of any special statute applicable to chit funds/ nidhi/ mutual benefits funds/ society do not apply to the company.

(xiv) In our opinion, the Company is not a dealer or trader in Shares, Securities, Debentures and other Investments.

(xv) According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

(xvi) The Company is regular in re-payment of Principal amount of term loan and interest due thereon.

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

(xviii) The Company has not made any allotment of equity Share on preferential basis to body corporate.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issues during the year.

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

PLACE: NAGPUR For M/s. Sanjay S. Agrawal & Co.,

DATE: 31/05/2010. Chartered Accountants

DHIRAJ M. MORYANI

PARTNER

M. No.: 129877

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/S. INDO PACIFIC SOFTWARE & ENTERTAINMENT LTD., as at 31st MARCH, 2009 and its Profit & Loss Account for the year ended on that date annexed thereto. These financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our Audit in accordance with 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 misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial Statements. An Audit also includes assessing the Accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our Audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by companies (Auditors Report) order,2004 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Para 4 and 5 of the said orders.

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 accounts as required by law have been kept by the company so far as it appears from the examination of such books.

c) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the Books of Accounts of the company.

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

e) On the basis of written representations received from the Directors, as on 31st March, 2009 and taken on record by the Board of Directors we report that none of the Director is disqualified as on 31st March, 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of 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;

g. In the case of the Balance Sheet of the State of affairs of the Company as on 31st March, 2009 and

h. In the case of the Profit and Loss Account of the Profit of the Company for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT



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

b) The management has physically verified all its fixed assets at reasonable intervals and no material discrepancies were noticed on such physical verification.

c) There was no substantial disposal of fixed assets during the year.

ii) a) As per the information furnished, the management at reasonable intervals during the year has physically verified the inventories.

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

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book record were not material and have been properly dealt with in the books of account.

ii) In our opinion and according to the information and explanations given to us, the company has granted interest free unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The terms and conditions in the said respect are not prima-faice prejudicial to the interest of the Company.

iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and or fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in these internal controls.

v) a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, 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 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the lonpanies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) As per the information and explanation given to us, the Company has an internal audit system commensurate to the size of the Company and the nature of its business.

viii) The Central Government has not prescribed maintenance of Cost Records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Companys product.

ix) a) According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Employees State Insurance, Income Tax, Service Tax and any other statutory dues wherever applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31" March, 2009 for a period of more than six months from the date they became payable.

b) According to the records of the Company there are no statutory dues, which are outstanding on account of any dispute at the end of the year.

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

xi) According to the records of the Company examined by us and the information and Explanation given to us, the Company has not defaulted in repayment of dues to any Financial Institution, Bank and the Company does not have any borrowings by way of debentures.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures and other Securities.

xiii) The provisions of any special statute applicable to chit funds/ nidhi/ mutual benefits funds/ society do not apply to the company.

xiv) In our opinion, the Company is not a dealer or trader in Shares, Securities, Debentures and other Investments.

xv) According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks or Financial Institutions.

xvi) The Company is regular in re-payment of Principal amount of term loan and interest due thereon.

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

xviii) The Company has not made any allotment of equity Shares on preferential basis to body corporate.

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by public issues during the year.

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

Place: Nagpur For Agrawal & Moryani,

Dated: 30-06-2009 Chartered Accountants, Nagpur,

Dhiraj M. Moryani Partner