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Auditor Report of Nucleus Software Exports Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NUCLEUS SOFTWARE EXPORTS 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 the significant Accounting policies and other explanatory informaton.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the maters stated in Secton 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparaton of these standalone financial statements that give a true and fair view of the financial positon, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Secton 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 preventng and detectng frauds and other irregularites; selecton and applicaton of appropriate Accounting policies; making judgments and estmates that are reasonable and prudent; and design, implementaton and maintenance of adequate internal financial controls, that were operatng effectively for ensuring the accuracy and completeness of the Accounting records, relevant to the preparaton and presentaton of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

We have taken into account the provisions of the Act, the Accounting and auditng standards and maters 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 Auditng specified under Secton 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 preparaton 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 reportng and the operatng effectiveness of such controls. An audit also includes evaluatng the appropriateness of the Accounting policies used and the reasonableness of the Accounting estmates made by the Company''s Directors, as well as evaluatng the overall presentaton of the financial statements.

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

Opinion

In our opinion and to the best of our informaton and according to the explanatons given to us, the aforesaid standalone financial statements give the informaton 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 afairs 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 in terms of Secton 143(11) of the Act, we give in the Annexure a statement on the maters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the informaton and explanatons 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 examinaton of those books.

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

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

(e) On the basis of the writen representatons received from the directors as on 31 March, 2015 and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March, 2015 from being appointed as a director in terms of Secton 164 (2) of the Act.

(f) With respect to the other maters 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 informaton and according to the explanatons given to us:

i. The Company does not have any pending litgatons which would impact its financial positon;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educaton and Protecton Fund by the Company.

i. In respect of its fixed assets:

(a) The Company has generally maintained proper records showing full Particulars, including quanttatve details and situaton of fixed assets.

(b) The Company has a program of verifcaton of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verifed by the Management during the year. According to the informaton and explanatons given to us, no material discrepancies were notced on such verifcaton.

ii. The Company does not have any inventory. Accordingly, the provisions of Clause 3 (ii) of the Order are not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies, frms or other partes covered in the Register maintained under Secton 189 of the Companies Act, 2013.

iv. In our opinion and according to the informaton and explanatons 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. Having regard to the explanaton that services rendered are for the specialised requirements of the buyers and suitable alternatve sources are not available to obtain comparable quotatons, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of services. The Company''s Operations did not give rise to purchase and sale of inventory during the current year. During the course of our audit, we have not observed any major weakness in such internal control system.

v. According to the informaton and explanatons given to us, the Company has not accepted any deposit during the year. The Company does not have any unclaimed deposits and accordingly, the provisions of Sectons 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable to the Company.

vi. According to the informaton and explanatons given to us, the Central Government has not prescribed maintenance of cost records under sub-secton (1) of Secton 148 of the Companies Act, 2013 for the Company.

vii. According to the informaton and explanatons given to us in respect of statutory dues:

(a) The Company has generally been regular in depositng undisputed statutory dues, including Provident Fund, , Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorites.

We are informed that the Operations of the Company during the year did not give rise to any liability for Excise Duty and Customs Duty.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income- tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Sales Tax, Wealth Tax, Value Added Tax and cess which have not been deposited as on 31 March, 2015 on account of disputes.

(d) The Company has generally been regular in transferring amounts to the Investor Educaton and Protecton Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within tme.

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

ix. According to the informaton and explanatons given to us and the records examined by us, the Company has not taken any loans from financial insttutons and banks nor has it issued any debentures. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company.

x. According to the informaton and explanatons given to us, the Company has not given guarantees for loans taken by others from banks and financial insttutons.

xi. Based on the examinaton of the books of account and related records and according to the informaton and explanatons given to us, no term loans were obtained by the Company.

xii. To the best of our knowledge and according to the informaton and explanatons given to us, no fraud by the Company and no material fraud on the Company has been notced or reported during the year.



For DELOITTE HASKINS & SELLS Chartered Accountants (Firm''s Registraton No. 015125N)

Sd/- SAMEER ROHATGI Noida, Partner 7 May, 2015 (Membership No. 094039)


Mar 31, 2014

We have audited the accompanying financial statements of Nucleus Software Exports Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 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 31 March, 2014;

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

(c) in the case of the Cash Flow Statement, of the cash flows 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 in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the maters 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 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

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

1. Having regard to the nature of the Company''s business, clauses (vi), (xii), (xiii), (xiv), (xix) and (xx) of paragraph 4 of CARO are not applicable.

2. In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion not affected the going concern status of the Company.

3. In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

4. 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.

5. 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 goods. Having regard to the explanation that services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of services. The Company''s operations did not give rise to purchase of inventory during the current year. During the course of our audit, we have not observed any major weakness in such internal control system.

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Secton 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. The Company has entered into one such transaction exceeding Rs. 5 lacs aggregating to Rs. 960,678 which is of a special nature for which comparable quotations are not available and in respect of which we are, therefore, unable to comment if the transactions have been carried out at prices having regard to the prevailing market prices at the relevant time.

7. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management is commensurate with the Size of the Company and the nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 for the Company.

9. According to the information and explanations provided to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Professional Tax, Work Contract Tax and Cess within the prescribed time with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these dues for a period of more than six months as at 31 March, 2014 from the date they became payable.

(b) We are informed that the operations of the Company during the year did not give rise to any liability for Custom Duty and Excise Duty.

(c) We are informed that there are no dues in respect of Income Tax, Sales Tax, Service Tax and Cess as at 31 March, 2014 which have not been deposited on account of any dispute except following:

Name of the statute Nature of the dues Total amount Period to which the Forum where dispute is involved ( ) amount relates pending

Income-tax Act, 1961* Income-tax 1,153,664 Assessment year 2007-08 Assessing Officer

Income-tax Act, 1961 Income-tax 117,813 Assessment year 2006-07 Commissio ner of Income Tax (Appeals)

* " 1,153,664 is deposited with Income tax authorites under protest

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

11. According to the information and explanations given to us and the records examined by us, the Company has not taken any loans from financial institutions and banks nor has it issued any debentures and other securities. Accordingly, the provisions of clause 4 (xi) of the Order are not applicable to the Company.

12. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions.

13. Based on the examination of the books of account and related records and according to the information and explanations provided to us, no term loans were obtained by the Company.

14. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

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

16. According to information and explanations given to us and to the best of our knowledge and belief, no fraud by the Company or no material fraud on the Company was noticed or reported during the year.



For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)



Sd/-

RASHIM TANDON

Noida, 03 May, 2014 Partner

(Membership No. 095540)


Mar 31, 2013

We have audited the accompanying financial statements of Nucleus Software Exports Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act") 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances , but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control.. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 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 31 March, 2013;

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

(c) in the case of the Cash Flow Statement, of the cash flows 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 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 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 2II(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of Section 274(I)(g) of the Act.

ANNEXURE To THE AUDiToRS'' REPoRT

(Referred to in paragraph I under ''Report on Other Legal and

Regulatory Requirements'' section of our report of even date)

1. Having regard to the nature of the Company''s business, clauses (vi), (x), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of CARO are not applicable.

2. In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion not affected the going concern status of the Company.

3. In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

4. 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 30I of the Companies Act, I956.

5. 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 inventory. Having regard to the explanation that services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of services. The Company''s operations did not give rise to sale of goods during the current year. During the course of our audit, we have not observed any major weakness in such internal control system.

6. Based on the examination of the books of account and related records and according to the information and explanations provided to us, there are no contracts or arrangements with companies, firms or other parties which need to be entered in the register required to be maintained under Section 30I of the Companies Act, I956.

7. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management is commensurate with the Size of the Company and the nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209 (I)(d) of the Companies Act, I956 for the Company.

9. According to the information and explanations provided to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Professional Tax, Work Contract Tax and Cess within the prescribed time with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these dues for a period of more than six months as at 3I March, 20I3 from the date they became payable.

(b) We are informed that the operations of the Company during the year did not give rise to any liability for Custom Duty and Excise Duty.

(c) We are informed that there are no dues in respect of Income Tax, Sales Tax, Service Tax and Cess as at 3I March, 20I3 which have not been deposited on account of any dispute except following:

Name of the Nature of the dues Total amount Period to which the Forum where statute involved (Rupees) amount relates dispute is pending

Income-tax Act, I96I Income-tax 1,122,734 Assessment year Income-tax Appellate 2006-07 Tribunal

Income-tax Act, I96I Income-tax 1,153,664 Assessment year Commissioner of 2007-08 Income Tax (Appeals)

10. According to the information and explanations given to us and the records examined by us, the Company has not taken any loans from financial institutions and banks nor has it issued any debentures and other securities. Accordingly, the provisions of clause 4 (xi) of the Order are not applicable to the Company.

11. Based on the examination of the books of account and related records and according to the information and explanations provided to us, no term loans were obtained by the Company.

12. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

13. According to information and explanations given to us and to the best of our knowledge and belief, no fraud by the Company or no fraud on the Company was noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 0I5I25N)

Sd/-

RASHIM TANDON

Noida, 27 April, 20I3 Partner

(Membership No. 095540)


Mar 31, 2011

1. We have audited the attached Balance Sheet of NUCLEUS SOFTWARE EXPORTS LIMITED as at 31 March, 2011, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date both 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. 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 those books;

c. the Balance Sheet, the Profit & Loss Account 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 Profit & Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required, give a true and fair view in conformity with 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 31 March, 2011 and

ii. in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

f. on the basis of written representations received from directors as on 31 March, 2011, and taken on record by the Board of Directors, we report that, none of the directors is disqualified as on 31 March, 2011 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

Having regard to the nature of the Companys business, clauses (ii), (viii), (x), (xi), (xii) (xiv), (xv) and (xix) of paragraph 4 of CARO are not applicable.

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.

b. The Company has a program of physically verifying all its fixed assets in a phased manner over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its business. In accordance with this program, fixed assets were physically verified by the management during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion not affected the going concern status of the Company.

2. a. The Company has granted unsecured loans to two wholly owned subsidiary companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.71,742,356 and the balance of such loan as at 31 March 2011 is Rs.71,500,356. As informed to us, the Company has not granted any other loan, secured or unsecured to other companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. Of the abovementioned two loans, one loan of Rs.49,160,356 is non-interest bearing. In our opinion and according to the information and explanations given to us, other terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. According to the terms of the loan agreement no portion of principal amount was repayable during the current year.

d. There are no amounts overdue as at 31 March 2011 in respect of loan granted in accordance with the terms of the loan agreement.

3. In our opinion and according to the information and explanations given to us and having regard to the explanation that services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available for obtaining comparable quotations, 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 Companys operations did not give rise to purchase of inventory and sale of goods during the current year.

4. In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations provided to us:

(a) The particular of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakh in respect of any party, the transactions have been made at price which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

6. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management is commensurate with the Size of the Company and the nature of its business.

7. According to the information and explanations provided to us in respect of statutory dues:

a. The Company has generally deposited its statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Professional Tax, Work Contract Tax and Cess within the prescribed time with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these dues for a period of more than six months from the date they became payable.

b. We are informed that the operations of the Company during the year did not give rise to any liability for Investor Education and Protection Fund, Wealth Tax, Custom Duty and Excise Duty.

c. We are informed that there are no dues in respect of Income Tax, Sales Tax, Service Tax and Cess which have not been deposited on account of any dispute except the following:

Name of the statute Nature of the dues Total amount involved Period to which the Forum where dispute is (Rupees) amount relates pending

Income-tax Act, 1961 Income-tax 1,364,572 Assessment year Income-tax Appellate 2005-06 Tribunal

Income-tax Act, 1961 Income-tax 1,122,734 Assessment year Income-tax Appellate 2006-07 Tribunal

Income-tax Act, 1961 Income-tax 1,153,664 Assessment year Commissio -ner of Income 2007-08 Tax (Appeals)

8. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

9. Based on the examination of the books of account and related records and according to the information and explanations provided to us, no term loans were obtained by the Company.

10. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

11. According to the information and explanation given to us, 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.

12. According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause (xx) of the Order are not applicable to the Company.

13. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.



For DELOITTE HASINS & SELLS Chartered Accountants (registration No. 015125N) Sd/- JITENDRA AGARWAL

Gurgaon Partner

May 1, 2011 (Membership No. 87104)

 
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