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Auditor Report of MPS Infotecnics Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To,

The Members

MPS Infotecnics Limited (formerly known as Visesh Infotecnics Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of MPS Infotecnics Limited New Delhi (“the Company”), which comprise the Balance Sheet as at March 31, 2016, 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

The Company’s Board of Directors is responsible for the matters in section 134 (5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow Statement of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimate that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made hereunder.

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 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 true and fair view 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 Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualified Opinion

1. The company has shown in the balance sheet, bank balance in Banco Efisa (Lisbon Portugal) amounting to Rs. 347,892,163/- (in USD8883210.75) which the Bank has adjusted and the matter is in court of law. Consequently the bank balance shown in balance sheet is overstated by Rs. 347,892,163/- (Refer Note No. 11(a)).

2. The Company has increased its authorized capital from Rs. 52.45 Crores to Rs. 377.50 Crores during the period From FY 2010-11 to FY 2012-13, ROC fees of Rs.3.90 Crores towards the same stands payable, under the head “Other Current Liabilities” in the Financial Statements. (Refer Note No.1 and 4)

3. Income tax form the A.Y. 2013-14 amounting to Rs. 2.49 Crores and Interest thereon is payable (Refer Note No. 5) Qualified Opinion

In our opinion, except for the effects of the matter described in the Basis of Qualified Opinion paragraph, 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, 2016;

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, 2016 (“the Order”) as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

e. On the basis of the written representations received from the directors as referred in Para No. 26 as on record by the board of director, none of the director of this company is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. With respect to the other matters 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-Refer Note no. 20 to the financial statements.

II. As per information furnished to us, the Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2016:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we further state as under:

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

2. (a) The management has conducted the physical verification of inventory at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b) The discrepancies noticed on physical verification of the inventory as compared to book records were not material and have been dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, paragraph 3 (iii) of the order is not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5. The Company has not accepted any deposits from the public. Therefore, the directive issued by the Reserve Bank of India and the provision of section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules framed there under does not arise.

6. As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7. (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are statutory dues which have not been deposited on account of any dispute, detail is given below:-

(a) Dues of income tax a) Rs. 5,104,827/- related to A.Y 2005-06 against this Rs. 4,000,000/- deposited under protest with income-tax authorities, b) Rs.1,245,589/- related to A.Y 2006-07, and c) Rs. 43,851,395/related to A.Y 2008-09 against this Rs. 15,00,000/- deposited under protest with income-tax authorities. Order passed in favour of the company by CIT (A) XIX, New Delhi and further department has filed appeal with ITAT, New Delhi, against CIT(A)’s order. d) In respect of A.Y. 2009-2010 income tax demand is Rs. 27,487,250/- . Order passed in favour of the company by CIT (A) XIX, New Delhi and further department has filed appeal with ITAT, New Delhi, against CIT(A)’s order. e) Rs.2,73,06,810/- related to A.Y 2010-11. Order passed in favour of the company by CIT (A) XIX, New Delhi and further department has filed appeal with ITAT, New Delhi, against CIT(A)’s order. In respect of A.Y. 2005-06 & 2006-07, appeals of the Company, are pending before the commissioner of income tax (Appeals), Bangalore (f) in respect of assessment year 2011-12 income tax demand of Rs. 44,57,98,390 has been raised by the income tax authority. An appeal is pending before CIT(A) XXXIII, in respect of said demand and g) A.Y 2012-13 income tax demand of Rs. 88,30,590 has been raised by the income tax authority, an appeal in this regard, is pending before CIT (A)

IX, New Delhi.

8. According to the information and explanations given to us and based on the documents and records produced to us, the company is not regular and has defaulted in repayment of dues to their Bankers and Banker has considered the company as NPA.

Sr. No.

Name of Bank

Amount (Rs. In lacs)

Nature of dues

Period of default of repayment

1.

Allahabad Bank (South Extension) New Delhi

274.21

Interest (Working capital limit A/c )

From 01.09.2013 to 31.03.2016

However, the company has entered into one time settlement agreement with Allahabad Bank on 14th Jan, 2016 and has settled for a sum of Rs. 1186.00 lakhs plus interest thereon from the date of settlement to the date of payment.

9. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company and nor any fraud on the company by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12. In our opinion, the company is not a Nidhi company within the meaning of relevant law.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based on the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or partly convertible debentures u/s 42 of the Companies Act, 2013 during the year.

15. Based on the audit procedures performed and the information and explanations given by the management, the company has not entered in to any non-cash transaction with directors or others in contravention of section 192 of the Companies Act, 2013.

16. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of MPS INFOTECNICS LIMITED (Formerly known as Visesh Infotecnics Ltd.)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

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

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For and on behalf of M/s. RMA & Associates

Chartered Accountants

Firm Reg. No.: 000978N

Santosh Verma

Place: - New Delhi Partner

Date : 30th May, 2016 M. No. 533944


Mar 31, 2014

We have audited the accompanying financial statements of Visesh Infotecnics 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 notified under the companies act 1956 (the act) read with the General Circular 15/2013 Dated 13 Sep 2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances and not for the purpose of expressing an opinion on the effectiveness of the entities'' 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 qualified audit opinion.

Basis of Qualified Opinion

1. The company has shown in the balance sheet, bank balance in Banco Efisa (Lisbon Portugal) amounting to Rs. 350,977,439 (in USD8883210.75) which the Bank has adjusted and the matter is in court of law. Consequently the bank balance shown in balance sheet is overstated by Rs. 350,977,439.(Refer Note No. 11(a).

2. The Company has increased its authorised capital from Rs. 52.45 Crores to Rs. 377.50 Crores during the period From FY 2010-11 to FY 2012-13, ROC fees of Rs.2.48 Crores towards the same stands payable, under the head "Other Current Liabilities" in the Financial Statements. (Refer Note No.1 and 4)

Qualified Opinion

In our opinion, except for the effects of the matter described in the Basis of Qualified Opinion paragraph, 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 Loss for the year ended on that date; and

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

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 as notified under 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 the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. However as per sec 164(2) of the Companies Act 2013, "None of the Directors of this company is eligible for reappointment in this company and is eligible for appointment in any other company as a Director".

3. The company''s audited financial statements for the financial year 2013-14 could not be submitted with the stock exchange and unable to comply with the provisions of clause 41 of Listing Agreement, as during search in the month of March 2014 "The Directorate General of Central Excise Intelligence" has taken the hard disk containing Accounting and Financial Data for the FY 2013-14. (Refer Note No. 26)

ANNEXURE TO THE AUDITORS'' REPORT Referred to in Paragraph 1 of our report of even date on this statement of Account of Visesh Infotecnics Limited as at and for the year ended 31st March 2014:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- i) In respect of Fixed Assets :

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

(b) The Company has conducted physical verification at a reasonable interval of its fixed assets during the period covered under our audit. We are informed that no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

ii) In respect of Inventories :

(a) As explained to us, inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) On the basis of our examination of the records of the company, we are of the opinion that company has maintained proper records of it''s inventory. Discrepancies noticed on physical verification between physical stock records were not material and have been adequately dealt within the books of accounts.

iii) According to the information and explanation given to us, the Company has taken an unsecure loan amounting to Rs. 14,49,69,688 From a director (Mr. Peeyush Aggarwal). However the rate of Interest and terms of the loan is not prejudice to the interest to the company.

iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and Fixed assets and for the sale of goods and services. During the course of Audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of Audit, we have not observed any continuing failure to correct major weakness in internal system of the company.

v) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

(a) In our opinion and according to the information and explanation given to us, the particulars of transaction made in pursuance of contracts or arrangements referred to in section 301 of the companies Act, 1956 has been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts have been made at the prices which are reasonable having regards to the prevalent market prices at the relevant time.

vi) The Company has not accepted any deposit from the public pursuant to sections58A, 58AA or any other relevant provisions of the Companies Act 1956 and rules framed there under apply. vii) In our opinion, the company has internal audit system commensurate with the size and nature of its business. viii) As per information and explanation given to us, Central Government has not prescribed the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 in respect of the Software developed by the company. ix) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, all other statutory dues have generally been regularly deposited with the appropriate authorities except Income tax payable for the AY 2013-14 amounting to Rs. 2.73 Crores and interest thereon and ROC fees payable for increased in Authorized Share Capital amounting to Rs. 2.48 Crores.

(b) According to the information and explanations given to us, disputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable are as follows:- a) Dues of Income Tax a) Rs. 5,104,827/- related to A.Y. 2005-06 against this Rs. 4,000,000/- deposited under protest with Income-tax Authorities, b) Rs.1,245,589/- related to A.Y. 2006-07, and c) Rs. 43,851,395/- related to A.Y. 2008-09 against this Rs. 15,00,000/- deposited under protest with Income-tax Authorities. order passed in the favour of Company by CIT (Appeal) XIX, New Delhi and further department has filed Appeal with ITAT, New Delhi, against CIT(Appeal)''s order. d) In respect of A.Y. 2009-2010 Income Tax demand is Rs. 27,487,250/-. Order passed in the favour of Company By CIT (A) XIX, New Delhi and further department has filed Appeal with ITAT, New Delhi, against CIT(Appeal)''s order. In respect of A.Y. 2005-06 & 2006-07, appeals of the Company, are pending before the Commissioner of Income Tax (Appeals), Bangalore and for the A.Y. 2008-09 and A.Y 2009-10, the department has filed an appeal before ITAT, New Delhi against order passed by CIT (Appeal) in favour of Company (f) in respect of Assessment year 2011-12 income tax demand of Rs. 44,57,98,390 has been raised by the income tax authority. The Company has filed an appeal with CIT(Appeal) XIX, New Delhi.

x) The Company does not have accumulated loss of not less than 50% of its net worth at the end of the financial year and it has not incurred any cash losses during the financial year under audit and also in the immediately preceding financial year.

xi) According to the information and explanations given to us and based on the documents and records produced to us, the company is not regular and has defaulted in repayment of dues to their Bankers and Banker has considered the company as NPA. As per information and explanation given by management, the company has filed a suit against Allahabad Bank for considering the Account as NPA.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund /nidhi / mutual benefit fund / society. Therefore, clause 4(xiii) of the companies (Auditor''s report) order 2003 is not applicable to the company.

xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

xv) As per the information and explanation given to us, the company has not given any guarantee for loan taken by others from banks or financial institution during the year.

xvi) According to the information and explanations and certificate in this regard given to us, term loan were applied by the company for the purpose for which they were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company as at March 31, 2014, we report that no funds raised on short term basis were utilized for long term investment.

xviii) During the year, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) On the basis of the records and documents examined by us, the Company has not issued any debentures during the year, Accordingly, clause 4(xix) of the companies (Auditor''s report) order 2003 is not applicable to the company.

xx) Company has not raised any money by way of public issue during the year.

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

for RMA & Associates Chartered Accountants Firm Reg. No. 000978N

Sd/- Place : New Delhi Rajiv Bajpai Dated : 30.11.2014 (Partner) M. No. 405219


Mar 31, 2013

We have audited the attached Balance Sheet of Visesh Infotecnics Limited as at March 31, 2013 and also Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We concluded our audit in accordance with auditing standards generally accepted in India. Those standards required 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.

We report that:

1. As required by the Companies (Auditor''s Report) Order, 2003 (amended) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose annexure on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Attention is invited to note no. 11 on financial statements, consequential effect of adjustment of fund by Banco Efisa, Lisbon Portugal, has not been taken in the books of accounts, resulting thereof and in our opinion bank balance of the company is overstated by USD 8883210.75 (Rs. 350,977,439/-).

3. Further to our comments in the Annexure referred in Paragraph 1 above, we report that:

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

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

iii) The Balance Sheet and Statement of Profit & Loss referred to by this report are in agreement with the books of Accounts.

iv) In our opinion, the Balance Sheet and Statement of Profit and Loss Account comply with the accounting Standards as referred to in Section 211 (3C) of the Companies Act 1956.

v) We have no observation or comments that have adverse affect on the functioning of the company.

vi) On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified from being appointed as Director of the company under Section 274 (1) (g) of the Companies Act 1956.

vii) Subject to Para No. 2 above, in our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes on 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of Statement of Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph (1) of our report of even date to the members of VISESH INFOTECNICS LIMITED for the year ended 31.03.2013.)

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

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification and same have been properly dealt with in the books of accounts.

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

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As informed, the Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) As per 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rs. 5.00 lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the Company has not taken deposit of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to the deposits accepted from the public and any other relevant provision of the Act.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

(ix) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed dues in respect of provident fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became payable except a) Dues of Income Tax Rs. 5,104,827/- related to A.Y. 2005-06 against this Rs. 4,000,000/- deposited under protest with Income-tax Authorities, b) Rs. 1,245,589/- related to A.Y. 2006-07, and c) Rs. 43,851,395/- related to A.Y. 2008-09 against this Rs. 15,00,000/- deposited under protest with Income-tax Authorities. d) In respect of A.Y. 2009-2010 Income tax demand is Rs. 27,487,250/- e) Rs. 2,73,06,810/- related to A.Y. 2010-11. In respect of A.Y. 2005-06 & 2006-07, appeals of the Company, are pending before the Commissioner of Income Tax (Appeals), Bangalore and for the A.Y. 2008-09, A.Y. 2009-10 and A.Y. 2010-11 appeals are pending before the Commissioner of Income Tax (Appeals) XIX, New Delhi.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current year and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has outstanding dues to financial institutions during the financial year under audit and The Company did not have any outstanding debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

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

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

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

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us during the period the company has not issued any Debentures.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

for RMA & Associates

Chartered Accountants

FRN No. 000978N

Sd/-

Place : New Delhi Deepak Gupta

Dated : 30.05.2013 Partner

M. No. 081535


Mar 31, 2012

We have audited the attached Balance Sheet of Visesh Infotecnics Limited as at March 31, 2012 and also the Profit & Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We concluded our audit in accordance with auditing standards generally accepted in India. Those standards required 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.

We report that:

1. As required by the Companies (Auditor's Report) Order, 2003 (amended) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose annexure on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Attention is invited to note No.11 of the financial statement, consequential effect of adjustment of fund by Banco Efisa, Lisbon Portugal, has not been taken in the books of accounts, resulting thereof and in our opinion bank balance of the company is overstated by USD 8883210.75 (Rs.350,977,439/- value in INR).

3. Further to our comments in the Annexure referred in Paragraph 1 above, we report that:

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

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

iii) The Balance Sheet and Profit & Loss Account referred to by this report are in agreement with the books of Accounts.

iv) In our opinion, the Balance Sheet and Profit & Loss Account comply with the accounting Standards as referred to in Section 211(3C) of the Companies Act 1956.

v) We have no observation or comments that have adverse affect on the functioning of the company.

vi) On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified from being appointed as Director of the company under Section 274(1)(g) of the Companies Act 1956.

vii) Subject to para No.2 above, in our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes on 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

b) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (1) of our report of even date to the members of VISESH INFOTECNICS LIMITED for the year ended 31.3.2012).

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

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification and same have been properly dealt with in the books of accounts.

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

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(iv) As per 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) In our opinion and according to the information and explanation given to us, the Company has not made any deposit under section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to the deposits accepted from the public and any other relevant provision of the Act.

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

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed dues in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became payable except a) Dues of Income Tax Rs. 5,104,827/- related to A.Y. 2005-06 against this Rs. 4,000,000/- deposited under protest with Income-tax Authorities, b) Rs.1,245,589/- related to A.Y. 2006-07, and c) Rs. 43,851,395/- related to A.Y. 2008-09 against this Rs. 15,00,000/- deposited under protest with Income-tax Authorities. d) In respect of A.Y. 2009-2010 income tax demand is Rs. 27,487,250/-. In respect of A.Y. 2005-06 & 2006-07, appeals of the Company, are pending before the Commissioner of Income Tax (Appeals), Bangalore and for the A.Y. 2008-09 and A.Y 2009-10 appeals are pending before the Commissioner of Income Tax (Appeals) XIX, New Delhi.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current year and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks (refer point No-3 of Note-3 of Balance sheet). The Company has outstanding dues to financial institutions during the financial year under review (Refer Note-3 of Balance Sheet). The Company has no record of outstanding debentures during the year.

(x) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xii) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xv) According to the information and explanations given to us and on 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.

(xvi) According to the information and explanation given to us, the company has made preferential allotment of convertible warrants to the following companies covered in the register maintained under section 301 of the Companies Act,1956 :

S. No. Name of the Company No. of Convertible warrants

1 Omkam Global Capital Private Limited 2,72,00,000

2 Omkam Securities Private Limited 2,20,00,000

3 Omkam Capital Markets Private Limited 3,10,00,000

(xvii) According to information and explanations given to us during the period the company has not issued any Debentures.

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

(xix) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

for M/s. RMA & Associates

Chartered Accountants

FRN No. 000978N

Sd/-

Place : New Delhi Pankaj Chander

Dated : 03.09.2012 Partner

M. No. 089065


Mar 31, 2010

1. We have audited the attached Balance Sheet of Visesh Infotecnics Limited as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Attention is invited to note no. 12 of Schedule XVIII of the financial statement consequential effect of adjustment of fund by Banco Efisa, Lisbon, Portugal has not been taken in the books of accounts, resulting there of and in our opinion bank balance of the company is overstated by USD 8,883,210.75 (Rs. 350,977,439/- as valued on 31.03.2010)

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of such books;

(c) The Balance Sheet, Profit & Loss account the 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, profit and loss account and the cash flow statement dealt with by this report complies with the mandatory accounting standards referred to in section 211(3C) of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as at 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Subject to para 4, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the profit & loss account, of the profit for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date to the members of M/s. Visesh Infotecnics Limited)

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

b) These fixed assets have been physically verified at reasonable intervals by the management and no material discrepancy was noticed on such verification.

c) The company has not disposed off substantial part of its fixed assets during the year.

ii) The management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory followed by the management are reasonable & adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory and discrepancies noticed on physical verification as compared to books of account were not material.

iii) a) The company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

b) The company has not taken unsecured loan from companies, firms or other parties covered in the register maintained under section 301 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, for purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) As certified by the management, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provision of the Act.

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

viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Act.

ix) a) According to records of the company examined by us and information and explanations given to us, undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and any other statutory dues applicable to it have been regularly deposited by the company with the appropriate authorities.

b) According to the information and explanations given to us, there are no dues of sales tax / custom duty / service tax / wealth tax / excise duty / cess which have not been deposited on account of any dispute. Dues of Income-tax Rs. 5,104,827/- related to A.Y 2005-06 against this Rs. 4,000,000/- deposit under protest with Income-tax authorities & Rs. 1,245,589/- related to A.Y 2006-07. In the both cases appeals of the company are pending before Commissioner of Income-tax (Appeals), Bangalore.

x) There are no accumulated losses at the end of the financial year. Accordingly clause 4(x) of the order is not applicable.

xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any bank. The Company has not issue any debentures, during the year.

xii) According to information and explanations given to us, the company has not granted any loan or advance against the security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4 (xiii) of the Order is not applicable.

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

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

xvi) In our opinion, the short term loan was applied for the purpose for which the said short term loan was obtained.

xvii) According to the information and explanations given to us, short term funds raised by the company have not been used for long term investments.

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

xix) The company has not issued debentures during the period covered by our audit.

xx) The company has not raised money by way of public issues during the period covered by our audit.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit except as per para no. 12 of Schedule XVIII of the financial statement.

for M/s. RMA & Associates Chartered Accountants Firm Registration No. 000978N

Sd/- Place : New Delhi Pankaj Chander Dated : 1st September 2010 Partner M. No. 089065

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