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Auditor Report of Infinite Computer Solutions (India) Ltd.

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED ("the Company"), which comprises of the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the 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 and presentation of these Standalone Financial Statements that give a true and fair view of the Financial position, Financial performance and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal Financial Controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone 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 thereunder.

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. 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 Statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India, of the State of Affairs of the Company as at March 31, 2015 and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

* The Company does not have any pending litigations which would impact its financial position.

* The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

* There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2015

We report as follows:

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

b. As explained to us, the Company has a regular programme of physical verification of its fixed assets at reasonable intervals, and no material discrepancies were noticed on such verification.

2. The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3 (ii) of the Order is not applicable.

3. The Company has not granted any loans to any body corporates covered in the register maintained under Section 186 of the Companies Act, 2013 ('the Act').

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

5. The Company has not accepted any deposits from the public.

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

7. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

c. According to the information and explanations given to us there were no amounts which were required to be transferred to the investor education and protection fund, in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules thereunder.

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

9. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

11. The Company did not have any term loans outstanding during the year.

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

Sd/-

C V Savit Kumar Rao For Amit Ray & Co. Chartered Accountants Partner (M.No: 70009) Place : Bengaluru Firm ICAI Reg. No: 000483-C Date : May 21, 2015




Mar 31, 2014

We have audited the accompanying financial statements of INFINITE COMPUTER SOLUTIONS (INDIA) 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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, 2014;

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 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.

Annexure to the Auditors' Report

The Annexure referred to in the Auditor's Report to the members of Infinite Computer Solutions (India) Limited for the year ended 31st March, 2014.

We report as follows:

1. In respect of its fixed assets

a. The company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management and no material discrepancies have been noticed on such physical verification.

c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the company to continue as a going concern.

2. The company being a service company and providing software consulting services does not hold any inventories. Accordingly clause (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the company.

3. The company has not granted any unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

4. The company has not taken any unsecured loans, from companies listed in the register maintained under section 301 of the Companies Act, 1956.

5. 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 business for purchase of the fixed assets, and also for the provision of services and man hours billed for the development of software. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v) (b) of paragraph 4 of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records under Section 209(1)(d) of the Companies Act, 1956 for the business activities of the Company.

10. According to the records of the company, the company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees' state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2014, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

13. According to the records of the company and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank or financial institution. The company does not owe any amounts to debenture holders.

14. According to the information and the explanations given to us, the company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures, and other securities.

15. In our opinion and according to the information and explanations given to us, the company is not a chit fund company or a nidhi / mutual benefit fund / society.

16. According to the information and the explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

18. According to the information and the explanations given to us and an 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.

19. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The company has not issued any debentures during the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

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

For Amit Ray & Co. Chartered Accountants Firm's Registration Number : 000483-C

C.V.Savit Kumar Rao Partner Membership Number : 70009.

Place : Bengaluru Date : 15th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement forthe yearthen ended, and a summary of significant accounting policiesandotherexplanatory information.

Management''s Responsibility forthe Financial Statements

Management is responsible forthe 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 theCompanies Act, 1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditors''Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 31,2013;

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, 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 thebest of our knowledge and belief were necessary for the purpose of ouraudit.

b. In ouropinion proper books of account as required by law here been kept by thecompany, so far as appears from our examination ofthose books.

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

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

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

We report as follows:

1. In respect of its fixed assets

a. The company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management and no material discrepancies have been noticed on such physical verification.

c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the company to continue as a going concern.

2. The company being a service company and providing software consulting services does not hold any inventories. Accordingly clause (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the company.

3. The company has not granted any unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

4. The company has not taken any unsecured loans, from companies listed in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the business for purchase of the fixed assets, and also forthe provision of services and man hours billed fbrthe development of software.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v)(b) of paragraph4of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any of the relevant provisions of the Companies Art, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

8. In ouropinion, the company hasan internal auditsystem, commensurate with the size of the company and the natureof its business.

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records underSection 209(1 )(d) of the Companies Act, 1956 forthe business activities of the Company.

10. According to the records of the company, the company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees''state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31!l March, 2013, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in thefinancial yearcovered by ouraudit and in the immediately preceding financial year.

13. According to the records of the company

15. In our opinion and according to the information and explanations given to us, the company is not a chit fund company or a nidh / mutual benefit fund/society.

16. According to the information and the explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, thecompany has not given any guarantee for loans taken by others from banks or financial institutions.

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

19. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 ofthe Companies Act, 1956.

20. The company has not issued any debentures d uring the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to thefinancial statements.

For Amit Ray & Co,

Chartered Accountants

CV Savit Kumar Rao

Partner

Membership No: 70009

Firm Reg. No. 483C

Place: Gurgaon

Date : May 16,2013


Mar 31, 2012

We have audited the attached Balance Sheet of Infinite Computer Solutions (India) Limited as at 31st March 2012 and the annexed profit and loss account and cash flow statement for the period then ended. 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 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 accounts are free of material misstatements. 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.

As required by Companies ( Auditor's Report ) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such information and explanations given to us during the course of our audit, we report that:

1. In respect of its fixed assets

a. The company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management and no material discrepancies have been noticed on such physical verification.

c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the company to continue as a going concern.

2. The company being a service company and providing software consulting services does not hold any inventories. Accordingly clause (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the company.

3. The company had granted unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956. These have been repaid during the year, and the maximum amount due, at any time during the year, was Rs. 10,26,00,000. In our opinion, the rate of interest and the other terms and conditions, on which the loans have been given, are not prima-facie, prejudicial to the interests of the Company.

4. The company has taken unsecured loans, from companies listed in the register maintained under section 301 of the Companies Act, 1956. This has been repaid during the year, and the maximum amount due, at any time during the year, was Rs. 32,76,00,000. In our opinion, the rate of interest and the other terms and conditions, on which the loans have been taken, are not prima-facie, prejudicial to the interests of the Company.

5. 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 business for purchase of the fixed assets, and also for the provision of services and man hours billed for the development of software.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v)(b) of paragraph 4 of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records under Section 209(1 )(d) of the Companies Act, 1956 for the business activities of the Company.

10. According to the records of the company, the company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees' state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2012, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

13. According to the records of the company and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank or financial institution. The company does not owe any amounts to debenture holders.

14. According to the information and the explanations given to us, the company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures, and other securities.

15. In our opinion and according to the information and explanations given to us, the company is not a chit fund company or a nidhi / mutual benefit fund/society.

16. According to the information and the explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

18. According to the information and the explanations given to us and an 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.

19. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The company has not issued any debentures during the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

Further to the above, we state 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, Profit and Loss accounts and cash flow statements dealt with by this report, are in agreement with the books of accounts;

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

e) On the basis of written representations received from the Directors/Companies as on 31st March, 2012, and taken on record by the Board of Directors, we report that they are not 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 accounts read together with the Significant Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

b. in case of the Profit and Loss Account, of the Profit of the Company for the year ended 31 st March, 2012,

c. in case of the Cash Flow Statement, of the cash flows for the year ended 31st March, 2012.

For Amit Ray & Co.

Chartered Accountants

CV Savit Kumar Rao

Partner

Place : Bengaluru Membership No. 70009

Date : May 15th, 2012 Firm Reg No: 483C


Mar 31, 2011

We have audited the attached Balance Sheet of Infinite Computer Solutions (India) Limited as at March 31, 2011 and the annexed profit and loss account and cash flow statement for the period then ended. 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 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 accounts are free of material misstatements. 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.

As required by Companies ( Auditor's Report ) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such information and explanations given to us during the course of our audit, we report that:

1. In respect of its fixed assets

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the Management and no material discrepancies have been noticed on such physical verification.

c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the Company to continue as a going concern.

2. The Company being a service company and providing software consulting services does not hold any inventories. Accordingly clause (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the Company.

3. The Company had granted unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956. These have been repaid at the end of the year, and the maximum amount due, at any time during the year, was Rs. 5,72,18,000. In our opinion, the rate of interest and the other terms and conditions, on which the loans have been given, are not prima-facie, prejudicial to the interests of the Company.

4. The Company had taken an unsecured loan, from a company listed in the register maintained under Section 301 of the Companies Act, 1956. This has been repaid at the end of the year, and the maximum amount due, at any time during the year, was Rs. 17,38,50,000. In our opinion, the rate of interest and the other terms and conditions, on which the loans have been taken, are not prima-facie, prejudicial to the interests of the Company.

5. 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 business for purchase of the fixed assets, and also for the provision of services and man hours billed for the development of software.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements, the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v)(b) of paragraph 4 of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records under Section 209(1)(d) of the Companies Act, 1956 for the business activities of the Company.

10. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees' state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2011, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

13. According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution. The Company does not owe any amounts to debenture holders.

14. According to the information and the explanations given to us, the Company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures and other securities.

15. In our opinion and according to the information and explanations given to us, the Company is not a chit fund Company or a nidhi / mutual benefit fund/society.

16. According to the information and the explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

18. According to the information and the explanations given to us and an 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.

19. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The Company has not issued any debentures during the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

Further to the above, we state 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, Profit and Loss Accounts and Cash Flow Statements dealt with by this Report, are in agreement with the books of accounts;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors / Companies as on March 31, 2011, and taken on record by the Board of Directors, we report that they are not disqualified as on March 31, 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 accounts read together with the Significant Policies and notes thereon, 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011,

ii. in case of the Profit and Loss Account of the Company for the year ended March 31, 2011,

iii. in case of the Cash Flow Statement, of the cash flows for the year ended March 31, 2011.

For and on behalf of

Amit Ray & Co.

Chartered Accountants

C V Savit Kumar Rao

Membership No: 70009

Firm ICAI Reg No. 483C

Place : Bengaluru

Date : May 10, 2011














Mar 31, 2010

We have audited the attached Balance Sheet of Infinite Computer Solutions (India) Limited as at March 31. 2010 and the annexed profit and loss account and cash flow statement for the period then ended. 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 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 accounts are free of material misstatements. 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.

As required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such information and explanations given to us during the course of our audit, we report that:

1. In respect of its fixed assets

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management and no material discrepancies have been noticed on such physical verification.

c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the Company to continue as a growing concern.

2. The Company being a service company, provides software consulting services and does not hold any inventories. Accordingly clause (ii) (a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the Company.

3. The Company has granted unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956. The aggregate outstanding at the end of the year was Rs. 271,839,351 and the maximum amount due, at any time during the year, was Rs. 408,603,271. In our opinion, the rate of interest and the other terms and conditions, on which the loans have been given, are not prima-facie, prejudicial to the interests of the Company.

4. The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (iii) (f) and (iii) (g) of paragraph 4 of the order is not applicable to the Company.

5. 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 business for purchase of the fixed assets, and also for the provision of services and man hours billed for the development of software.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements, the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v) (b) of paragraph 4 of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records under Section 209(1 )(d) of the Companies Act. 1956 for the business activities of the Company.

10. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at March 31, 2010, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

13. According to the records of the Company and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution. The Company does not owe any amounts to debenture holders.

14. According to the information and the explanations given to us, the Company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures, and other securities.

15. In our opinion and according to the information and explanations given to us, the Company is not a chit fund Company or a nidhi / mutual benefit fund/society.

16. According to the information and the explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

18. According to the information and the explanations given to us and an 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.

19. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The Company has not issued any debentures during the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

Further to the above, we state 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, profit and loss accounts and cash flow statements dealt with by this Report, are in agreement with the books of accounts;

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

e) On the basis of written representations received from the Directors / Companies as on March 31,2010, and taken on record by the Board of Directors, we report that they are not disqualified as on March 31, 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 accounts read together with the significant policies and notes thereon, 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31,2010,

ii. in case of the Profit and Loss Account, of the profit of the Company for the year ended March 31,2010,

iii. in case of the Cash Flow Statement, of the cash flows for the year ended March 31,2010.

Place : Bangalore For and on behalf of Date : May 12,2010 Amit Ray & Co. Chartered Accountants C V Savit Kumar Rao Partner Membership No: 70009 Firm ICAI Reg No. 483C

 
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