Auditor Report of Omega Interactive Technologies Ltd.

Mar 31, 2015

We have audited the acompanying financial statements of Omega Interactive Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also icnludes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial 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 misstatment, 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that we comply comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, incuding the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on other legal and Regulatory Requirements

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

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

a. We have sought and obtained all the inforamtion 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 it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss Statement 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 section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i. there was no pending litigations which would impact the financial position of the company;

ii. the company did not have any long term contracts including derivative contracts for which there were any mmaterial foreseeable losses;

iii. the company does not have any outstanding amount to be transferred to the Investor Education and Protection Fund.

Annexure to the Independent Auditors Report

Referred to in Paragraph 1 of report on other legal and regulatory requirements of the Independent

Auditors Report of even date to the members of Omega Interactive Technologies Limited on the financial statements for the year ended 31st March, 2015.

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

b) The Company has a procedure for physical verification of fixed assets at reasonable intervals and in accordance with that the fixed assets are generally physically verified by the management during the year. This procedure is reasonable having regard to the size of the company and the nature of its assets. No discrepancies have been noticed as all the assets have been sold/discarded during the year.

ii. a) The company does not have any inventories and hance the provisions of clause ii(a) to(c ) are not applicable to the company during the year.

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act, and hence the provisions of clause iii (a) and (b) are not applicable to the company during the year.

iv. In our opinion and according to the information and the explanations given to us and having regard to the explanation that the entire affairs of the Company are under the direct supervision of the Board of Directors it appears that there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules made thereunder to the extent notified and hence the provisions of clause v are not applicable to the company during the year.

vi. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Act for any of the services rendered by the company.

vii. a) The Company is generally regular in depositing undisputed statutory dues including provi-

dent fund, employee's state insurance, income tax, wealth tax, service tax, custom duty, value added tax and other material statutory dues applicable to it with the appropriate authorities.

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

Name of the Statue Forum of Dispute Nature of Dues

Income Tax Appellate Tribunal Assessment Dues

Name of the Statue Amount (Rs.) Period to which amount relates

Income Tax 5,48,203/- 22.03.1994 to 19.07.1996

c) The Company is not required to transfer any amount to the Investor Education and Protection Fund in accordance with provisions of The Companies Act, 1956 (1 of 1956 and rules made thereunder).

viii. The Company has no accumulated losses as at the end of the financial year ended on that date or in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not borrowed any amount from Financial Institutions, Banks or Debenture holders and hence the question of default does not arise.

x. According the information explanations given to us, the Company has not given any guarantees for the loans taken by others from Banks or Financial Insitutions during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year.

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

For Sampat Mehta & Associates Chartered Accountants Firm's Registration No.: 109038W

Place: Mumbai sd/-

Date: 30th May 2015 Sanjiv Jhaveri Partner Membership Number: 038945

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Mar 31, 2014

1. We have audited the accompanying financial statements of OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2014, and 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

2. 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 principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. 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, but not for the purpose of expressing an opinion on the effectiveness for the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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 give the information required by the Act, in the manner so required and give a true and fair view in conformity with 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

7. 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.

8. 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 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) Except for the effects of the matters described in the basis of modified opinion paragraph, 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 Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013; and

(e) on the basis of the written representations received from the directors as on 31 March 2014, and 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 clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE IN TERMS OF PARA 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31s1 MARCH, 2014.

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

(b) All the assets have been physically verified by the management during the year and 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 and we are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during the year.

(ii) (a) The Company has not granted/taken unsecured loan to/from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to providing of services. During the course of our audit, we have not observed any major weaknesses in internal controls systems.

(iv) According to the information and explanations given to us and as per the written confirmation given to us and as per the tests conducted by us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

(viii) (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund dues, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which are applicable to it.

(b) According to the information and explanations given to us, the following are the disputed amounts which are in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable

Name of the Forum of Nature of Amount Period to which Statute dispute Dues (Rs) amount relates

Income Tax Appellate Assessment 5,48,203/- 22.03.1994 to Tribunal Dues 19.07.1996

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

(xi) 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.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii, xix, xx of para 4 of the aforesaid Order are not applicable to the Company for the year under report.

For SAMPAT MEHTA & ASSOCIATES CHARTERED ACCOUNTANTS Firm No. 109038 W

(CA SANJIV JHAVERI) PLACE : MUMBAI PARTNER DATE : 30th MAY, 2014 M. No. 38945

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of OMEGA INTERACTIVE . TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013 and 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 sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Ouf 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. An audit also includes evaluating the appropriateness of 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 pur opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st 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 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 (4 A) 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 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

ANNEXURE IN TERMS OF PARA 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2013.

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

(b) All the assets have been physically verified by the management during the year and 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 and we are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during the year.

(ii) (a) The Company has not granted/taken unsecured loan to/from parties covered in the register maintained under section 301 of the Companies Act, 1956. The provision''s of sub clause (b) to (g) of Clause (iii) of para 4 of the aforesaid Order are not applicable to the Company for the year ! under report.

(iii) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to providing of services. During the course of our audit, we have not observed any major weaknesses in internal controls systems.

(iv) (a) According to the information and explanations given to us and as per the written confirmation given to us and as per the tests conducted by us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

(viii) (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund dues, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which are applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

(ix) There are no accumulated losses of the company at the end of year as there has been a merger of two Subsidiaries with the company and the past losses have been adjusted against reserves as per High Court Order dated 03rd May, 2013 (Refer Note no "22"). The company has not incurred cash losses during the financial year covered by our audit and not in the immediately preceding financial year.

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

(xi) 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.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii, xix, xx of para 4 of the aforesaid Order are not applicable to the Company for the year under report.

For SAMPAT MEHTA & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm No. 10903

(CAlSANJIV JHAVERI)

PARTNER

M. No. 38945

PLACE : MUMBAI

DATE :31st MAY, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of OMEGA INTERACTIVE TECHNOLOGIES LIMITED, as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 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. Further to our comments in the Annexure referred to in paragraph 3 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 account as required by law have been kept by the company so far as appears from our examination of those books and proper information adequate for the purposes of our audit have been received from the branches not visited by us.

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in arrangement with the books of account;

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

(v) On the basis of written representations received from the Directors, as on 31* March 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31* March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies -55======^ Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, subject to non-accounting of interest income on the inter-corporate deposits and view of the management regarding recovery of inter- corporate deposits, the said accounts read with the significant accounting policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the company as

b) in the case of the Statement Profit awl Loss , of the Loss for the year ended on that date; and ' J^

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

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVElf DATE TO THE MEMBERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH. 2012.

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

(b) All the assets have been physically verified by the management during the year and 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 and we are informed that no material- discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during the year. (ii) (a) The Company has granted unsecured loan to one party (wholly owned Subsidiary)

covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount of loan involved during the year was Rs. 10,099,755/- and the year end balance of the loan was Rs. 10,099,755/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the above loan given by the Company the stipulations made, if any, are being met by the borrower.

(d) We are unable to make any comments on the overdue amounts due on loans granted to the subsidiary company as listed in the register maintained under section 301 of the Companies Act, 1956, as there is no stipulation on the terms of repayment.

(e) The Company has not taken any loans from Companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchase and sale of goods and services and fixed assets. During the course of our audit, we have not observed any major weaknesses in internal controls systems.

(iv) (a) According to the information and explanations given to us and as per the written" confirmation given to us and as per the tests conducted by us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 have been made at prices at the relevant time where such market prices are available.

(v) In our opinion and according to the information and explanations given-to us, the Company has not accepted any deposits from the public and consequently the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules. 1975 are not applicable To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the/Companies Act, 1956 for any of the products of the Company. .,

(viii) (a) In our opinion and according to the information arfa explanations given to us, the Company is generally regular in depositing witrrappropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund dues, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty. Cess and other material statutory dues which are applicable to it

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, the following are the disputed amounts which are in arrears, as at 31* March 2012 for a period of more than six months from the date they became payable

Name of the Forum of Nature of Amount (Rs) Period to Statute dispute Dues which amount relates

Income Tax Appellate Assessment 5,48,203/- 22.03.1994 to Tribunal Dues 19.07.1996

(ix) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and not in the immediately preceding financial year.

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

(xi) 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.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii, xix, xx of para 4 of the aforesaid Order are not applicable to the Company for the year under report.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Rcnu M. Soni Director

REGISTERED OFFICE:

308, MAKER BHAWAN NO.

Ill, 21, NEW MARINE LINES,

MUMBAI-400 020.

DATE :31st MAY, 2012.

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Mar 31, 2011

1. We have audited the attached Balance Sheet of OMEGA INTERACTIVE TECHNOLOGIES LIMITED, as at 31st March 2011 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 19 >6, we enclose in the annexure a statement on the matters specified in paragraphs 4 an J 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 account as required by law have been kept by the company so far as appears from our examination of those books and proper information adequate for the purposes of our audit have been received from the branches not visited by us.

(iii) The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in arrangement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us,-subject to note no. 3 of notes to Accounts," Schedule - 15 regarding non-accounting of interest income and view of the management regarding recovery of inter-corporate deposits, the said accounts read with the significant accounting policies and notes thereon give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2011;

(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.

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH. 2011.

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

(b) All the assets have been physically verified by the management during the year and 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 and we are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during the year.

(ii) (a) The Company has granted loans secured / unsecured to one party (wholly owned Subsidiary) covered in the register maintained under section 301 of the Companies Act 1956. the maximum amount outstanding during the year was Rs.1,00,94,755/- and the year end balance of the loan was Rs.1,00,94,755/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the above loan given by the Company the stipulations made, if any, are being met by the borrower.

(d) We are unable to make any comments on the overdue amounts due on loans granted to the subsidiary company as listed in the register maintained under section 301 of the Companies Act. 1956. as there is no stipulation on the terms of repayment.

(e) The Company has not taken any loans from Companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchase and sale of goods and services and fixed assets. During the course of our audit, we have not observed any major weaknesses in internal controls systems.

(iv) (a) According to the information and explanations given to us and as per the written confirmation given to us and as per the tests conducted by us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 have been made at prices at the relevant time where such market prices are available.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently the provisions of Section 58A and~58AA or any other relevant provision of the Companies*, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

(viii) (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund dues, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which are applicable to it

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, the following are the disputed amounts which are in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable

Name of the Forum of Nature of Amount (Rs) Period to Statute dispute Dues which amount relates

Income Tax Appellate Assessment 5,48,203/- 2.03.1994 to Tribunal Dues 19.07.1996

(ix) In our opinion, the accumulated losses of the company are not more the in fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit as well as during preceding financial year.

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

(xi) 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.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii, xix, xx of Para 4 of the aforesaid Order are not applicable to the Company for the year under report.

For Sampat Mehta & Associates Chartered Accountants . FR NO.: 109038 w

CA Sanjiv Jhaveri

Partner

M. No.: 38945

Place : Mumbai

Date: 31st May 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Omega Interactive Technologies Limited, as at 31st March 2010 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statement having the responsibility of the Company's Management. Our responsibility is to express the opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Govenment 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. Further to our reqirements in the Annexure referred to in paragraph 3 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 account as required by law have been kept by the company so far as appears from our examination of those books and proper ation adequate for the purposes of our audit have been received from the business not visited by us.

(iii) The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by the report are in arrangement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to the Sub-Section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In the opinion and to the best of our information and according to the explanations given to us, subject to note no. 3 of Notes to Accounts, Schedule - 15 regarding non-accounting of interest income and view of the management re ng recovery of ihter-corporate deposits, the said accounts read with the significant accounting policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity 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 31st March 2010;

(b) In the case of the Profit and Loss account, of the loss for the year ended on rat date; and

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

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2010.

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

(b) All the assets have been physically verified by the management during the year and 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 and we are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during the year.

(ii) (a) The Company has granted loans secured / unsecured to one party (wholly owned Subsidiary) covered in the register maintained under section 301 of the Companies Act, 1956. the maximum amount outstanding during the year was Rs. 1,00,94,755/- and the year end balance of the loan was Rs. 1,00,94,755/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the above loan given by the Company the stipulations made, if any, are being met by the borrower.

(d) We are unable to make any comments on the overdue amounts due on loans granted to the subsidiary company as listed in the register maintained under section 301 of the Companies Act, 1956, as there is no stipulation on the terms of repayment.

(e) The Company has not taken any loans from Companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchase and sale of goods and services and fixed assets. During the course of our audit we have not observed any major weaknesses in internal controls systems.

(iv) (a) According to the information and explanations given to us and as per the written confirmation given to us and as per the tests conducted by us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 have been made at prices at the relevant time where such market prices are available.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

(viii) (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund dues, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which are applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, the following are the disputed amounts which are in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable

Name of the Forum of Nature of Amount (Rs) Period to Statute dispute Dues which amount relates

Income Tax Appellate Assessment 5,48,203/- 22.03.1994 to Tribunal , Dues 19.07.1996

(ix) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit as well as during preceding financial year.

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

(xi) 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.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii, xix, xx of para 4 of the aforesaid Order are not applicable to the Company for the year under report.

For Sampat Mehta & Associates Chartered Accountants FR NO.:109038 W

Sanjiv Jhaveri Partner M. No.: 38945

Place: Mumbai Date : 31 May 2011