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Auditor Report of Mangalya Soft-Tech Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Mangalya Soft Tech Limited (''the Company''), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31 March 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 :

i) . the Company has disclosed the impact of pending litigations on its financial position in its financial

statements.

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

iii) . There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company if any.

Annexure to the Auditors'' 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 31 March 2015, we report that:

(i)

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) 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.

(iii)

(a) The Company has not granted loans to the parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of 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.

(v) The Company has not accepted any deposits from the public.

(vi) 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.

(vii)

(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 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, 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 the 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 there under has been transferred to such fund within time.

(viii) The Company has Rs. 47,08,383 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.

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

(x) 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.

(xi) The Company did not have any term loans outstanding during the year.

(xii) 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.

Ahmedabad. For SURENDRA KUMAR JAIN & CO. 30 April, 2015. Chartered Accountants Firm''s registration number: 127295W

S.K. JAIN PROPRIETOR Membership number 071318


Mar 31, 2014

We have audited the accompanying financial statements of MANGALYA SOFT-TECH LIMITED. AHMEDABAD (the company), which comprise the Balance sheet as at Mach 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS.

The Company''s 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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due their fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fear presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manne so required and give a true and fair view in conformity with the accounting principals 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 Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1) (g) of the Act.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2014

1. In respect of its fixed assets :

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

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

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the courser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

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

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax , Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,23,445 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, 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.

19. The Company has not created securities in respect of debentures issue during the year.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

FOR SURENDRA KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

Registration No. 127295W

Place : Ahmedabad.

Date : 30/05/2014 S. K. JAIN

PROPRIETOR

MEMBERSHIP NO.: 071318


Mar 31, 2013

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2013 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain 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.

2) As required by the manufacturing and other Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in para 4 & 5 of the said order.

3) Further to our comments in the Annexture refered to in Paragraph (2) above we report that:

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

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

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of acccount;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards referred to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31st March 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31st, 2013 from being appointed as a director under Section 274(1 )(g) of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In case of the Balance Sheet of the State of affairs of the Company as at 31st March 2013; and

b. In the case of the Profit & Loss Account of the Profit for the year ended on that date; and

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2013

1. In respect of its fixed assets :

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

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

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensureate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the couser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

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

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,40,975 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, the Company has not made any preferancial allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not created securities in respect of debentures issue during the year.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.



FOR SURENDRA KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

Registration No. 127295W

Place : Ahmedabad.

Date : 30/04/2013 S. K. JAIN

PROPRIETOR

MEMBERSHIP NO.: 071318


Mar 31, 2011

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2011 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain 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.

2) As required by the manufacturing and other Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in Para 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in Paragraph (2) above we report that:

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

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

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of account;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards referred to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31st, 2011 from being appointed as a director under Section 274(1 )(g) of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act, 1956 in the manner so enquired 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 2011; and

b. In the case of the Profit & Loss Account of the loss for the year ended on that date; and

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2011

1. In respect of its fixed assets :

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

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

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the courser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

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

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,64,215 accumulated losses and has incurred Rs. 2,62,576 cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, 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.

19. The Company has not created securities in respect of debentures issue during the year.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For, SURENDRA KUMAR JAIN & CO.

Ahmedabad. Chartered Accountants

Date : 31/5/2011 Registration No. 127295W

S. K. Jain

Proprietor

Membership No. 071318


Mar 31, 2010

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These Financial statements are the responsibility of Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accopted in India. Those Standards require that we plan and porform 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 add 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.

2) As required by the manufacturing and other Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in para 4 & 5 of the said order.

3) Further to our comments in the Annexture refered to in Paragraph (2) above wo roport tha: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of acccount;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards refered to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31 st March 2010 and taken on record by the Board of Directors, we report that nono of the directors are disqualified as on March 31 st. 2010 from being appointed as a director under Section 274(1 )(g) of the Companies Act. 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. in case of the Balance Sheet of the Slate of affairs of the Company as at 31st March 2010; and

b. in the case of the Profit & Loss Account of the loss for the year ended on that date ; and

c. in the case of cash flow statement. of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED lor the year ended on 31sl March. 2010

1. In respect of its fixed assets :

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

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

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories : Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b). (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensureate with the size of the Company and the nature of its business for the purchase of fixed assets and also lor the sale of goods. During the couser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the Transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

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

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues : According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax , Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 lor a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 44.41,497 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based or our audit procedures and according to the informal on and explanation given to us. we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

13. In our opinion, the Company is not a chit fund or a nidhi /mulual benefit fund/society Therefore, clause 4(xii) of the Companies (Auditors Report) order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in rospect of trading in securities, debentures and other Investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us. there are no funds raised on a shot term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment

18. During the year, the Company has not made any preferanctal Document of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act. 19S6.

19. The Company has not created securities in respect of debentures issue during the year.

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

21. In our opinion and according to the information and explanations given to us. no fraud on or by the Company has been noticed or reported curing the year, that causes the financial statements to be materially misstated.

For, SURENDRA KUMAR JAIN & CO.

Ahmedabad. Chartered Accountants

Date; 31/5/2010 By the hand of

S. K. Jain

Proprietor

 
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