Auditor Report of Omnitech InfoSolutions Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Omnitech Infosolutions Ltd, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements ''

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Basis of Opinion

1. As stated in the note to financial statement for Retirement Benefits, The Company''s liability for gratuity is to be determined by actuarial valuation made at the end of each financial year using the projected unit credit method. The actuarial valuation report from the LIC is not available hence the adhoc provision of 50% of the liability of the previous financial year is made which is not as per accounting standard ( AS-15) issued by the Institute of chartered Accountant of India

2. Due to financial irregularity defaults in repayments, winding up petitions are filed against the company by three unsecured Loan Party (ICD) and which are pending for admission & for further hearing. Further there are 2 arbitration petitions filed by two NBFC''s against the company which are pending for hearing. The Company is in active discussions with these parties for

restructuring of these loans/ICD. The Management is of the view that since matters relating to several of the financial irregularities are sub judice and various proceedings are ongoing, any further adjustments / disclosures to the financial statements, if required, would be made in the financial statements of the Company as and when the outcome of the above uncertainties is known and the consequential adjustments / disclosures are identified.

In view of the above, we are unable to comment on the adjustments / disclosures which may become necessary as a result of further findings of the ongoing legal proceedings and the consequential impact, if any, on these financial statements.

Emphasis of Matters:

Without qualifying our opinion we draw our attention to the following matters:

a. Balances of Debtors, Creditors, Loans and advances given are subject to confirmation.

b. The company has made the provision for doubtful debts of Rs. 3306.05 against the trade receivable which are outstanding more than 365 days.

c. The inventories carried by the company include software which are in the form of CDs. We have not verified the technical details of such CDs.

d. Company also have intangible assets having gross block value of Rs.19739.41 lacs out of which assets worth Rs. 1736. 57 Lacs have been acquired during the year from its subsidiary Europe Omnitech Technology services BV, Netherland. This assets has been acquired under tri party agreement between the company, its subsidiary and the Vendor. M/S Europe Omnitech Technology services BV has made payment of 19.00 lacs Euro to the vendor company in the year 2012. Now Europe Omnitech Technology services BV has transferred the said intangible assets to the company at the value which it has paid to the vendor plus interest of 1.99 lacs Euro. We have not verified the technical aspects of the intangible assets.

e. The company have not been able to recover Rs 318.45 Lacs from the staff who have left the company. The same have been written off in the books during the year.

f. As stated in Note 3 "Long Term Borrowings" and Note 6 "Short Term Borrowings" of the Financial Statements, wherein the Company''s loan liabilities has been reinstated in the Financial Statements based on the bank statements pursuant to the Corporate Debt Restructuring Scheme ("CDR"). However, as per the information and explanation provided to us, the Company is yet to Comply with the terms and conditions of the scheme of CDR The company has been sanctioned Term Loans from GE Capital Services and the outstanding balance as on 31^'' March 2014 is Rs.3146.47 lacs. The company has not been able to repay the stipulated instalments and hence the GE Capital Services who has gone for arbitration and has called back the credit facility hence the same has been classified under Short term borrowings.

g. The Company has not been able to perform few contracts with some parties for which it has to pay damages of Rs.l3.48 Lacs. Apart from this one customer has invoked Bank Guarantee of Rs. 77.20 lacs for non performance of Contract. The management informed us that they are perusing with the customers and are hopeful to get the money back from the customer.

h. As informed by the management the company has invested Rs. 14.06 iacs in its subsidiary in USA which is functioning at lower level of operation and its investment value has been eroded and Similarly company had invested Rs.45.41 lacs in one of its subsidiaries in Singapore and as informed by the management the operation is not started and hence the company has provided for the diminution in the value of investment in accordance with the accounting standard 13 issued by the ICAI

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required subject to the our comments in paragraph 1 & 2 in basis of opinion and in paragraph a to h in Emphasis of Matters above, give a true and fair view in conformity with the accounting principles generally accepted In India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the statement of Profit and Loss, of the loss for the year ended on that date; and

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

Report on other legal and regulatory requirements

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

( Referred to in paragraph 3 of our report of even date )

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

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been Informed that no material discrepancies were noticed during such physical verification. The fixed assets has been verified by the auditor appointed by the bank for special audit for CDR purpose.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable

ii. (a) According to information and explanation given to us, the inventory other than any inventory in transits has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable. The inventory has been verified by the auditor appointed by the bank for special audit for CDR purpose.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. During the year the company has written off the inventory worth of Rs.2103.19 lakhs. Also during the year the company has treated certain stock amounting to Rs.1690.41 lakhs as stock in trade, which was earlier treated as part of capital work in progress.

iii. (a) The Company has granted unsecured loans to its subsidiary Company listed in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year in respect of the said loans was Rs. 3651.96 Lacs and the year- end balance of loan granted to the party was Rs.2019.66 Lacs.

(b) In our opinion, prima facie, the interest and other terms and conditions of the aforesaid loan granted are not prejudicial to the interest of the Company.

(c) in case of the loan granted to the subsidiary Company listed in the register maintained u/s.301. The interest amount has been debited to the lonee''s account. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) Unsecured loans granted by the company are repayable on demand, hence there are no overdue amounts of more than rupees one lacs in respect of the loan granted to the subsidiary Company.

(e) According to information and explanations given to us, 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. Accordingly, provisions of clause 4(iii)) and (g) of the Order, are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

V. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion 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 the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has taken deposits from the public within the meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor''s Report) Order, 2003 (as amended) are applicable to the company.The company has made the default in making the repayment of deposit to the deposit holders on maturity of the deposits. The company has not made compliance with rule 3Afor maintenance of liquid assets and also made default in filling return of deposit with the registrar and RBI. However the company has made application to th e central government for extension of time limit for making the repayment of deposits.

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

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (l)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues Including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as may be applicable to company, have been Irregularly deposited with the appropriate authorities

(b) According to the information and explanations given to us, as shown in the table below there are the undisputed amounts payable In respect of wealth tax, sales tax, customs duty, excise duty and cess if applicable and were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

Nature of Statutory Dues Amount in Lacs Period to which the tax amount relates

4.46 2012-13 Central Sales Tax Payable- Maharashtra

13.81 2013-14

Central Sales Tax Payable-Gurgaon 4.99 2013-14

Central Sales Tax Payable- Karnataka 1.39 2013-14

Central Sales Tax Payable-Tamil Nadu 0.81 2011-12

17.14 2010-11

Value Added Tax-Maharashtra 151.00 2011-12

111.89 2012-13

Value Added Tax- Kolkatta 28.37 2013-14

0.55 2011-12

Value Added Tax- Tamil Nadu 0.04 2013-14

130.28 2012-13

Service Tax Payable 110.25 2013 14

125.87 2012-13

Tax Deducted At Source 163.66 2013-14

422.37 2010-11

Income Tax Payable (Including 9.52 2011-12 Interest)

188.96 2012-13

Employees State Insurance 3.00 2013-14

Provident Fund 17.24 2013-14

Profession Tax Payable 1.70 2013-14

(c) According to the information and explanation given to us, the following amount of vat tax, customs duty wealth tax, excise duty and cess has not been deposited on account of any dispute.

Sr Nature of Statute Nature of Dues Period to which it No relates

1 Income Tax Act 1961 Income Tax Asst Year 2009-10

2 Do Do Asst Year 2010-11

3 Value Added Tax Act Vat Financial year 2008-09

Nature of Statute Forum where the Amount in Lacs dispute is pending

Income Tax Act 1961 CIT Appeals Rs. 0.67

Do Do Rs. 0.57

Value Added Tax Act Dy Commssioner Rs. 50.43 of sales tax (Appeal) and Rs.422.68



X. The company has not accumulated losses as at March 31, 2014 however it as incurred losses of Rs. 14647.88 lakhs during the financial year ended on that date.

xi. In our opinion and according to the information and explanations given to us, the company has defaulted in repayments term loans from banks or financial institution as at balance sheet date. The company has also applied for capital debt restructuring with the banks for rescheduling of terms loans and other credit facility.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor''s Report) are not applicable to the cotnpany.

XV. According to information and explanation given to us, the company has given the following guarantee to various banks for granting the credit facility to subsidiaries. The terms and other conditions, in our opinion are nor prima facie prejudicial to the interest of the company

Sr Name of the Subsidiaries Name of the Bank Amount No

1. Europe Omnitech Technology Services ICICI Bank USD 10.80 millions

2. Omnitech Services Pte Ltd Axis Bank USD 32 Lacs

3. Avensus Netherland B.V Axis Bank USD 15 Lacs

Name of the Subsidiaries Purpose

Europe Omnitech Technology Services Acquisition of company at abroad

Omnitech Services Pte Ltd For working capital facility

Avensus Netherland B.V For working capital facility

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

Xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

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

The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

XX. In our opinion, the company has not raised money by way of public issue during the year, hence this clause will not applicable to the company.

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

For POLADIA & CO. Chartered Accountants FRN No.: 128274W

Navin Gala (Partner) Membership No.: 040640

Place: Mumbai Date: 28th May, 2014

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Omnitech Info solutions Ltd, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit/ 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.

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

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

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(Referred to in paragraph 3 of our report of even date)

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

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable

ii. (a) According to information and explanation given to us, the inventory other then any inventory in transits has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. (a) The Company has granted loans to its subsidiary Company

listed in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year in respect of the said loans was Rs. 2688.45 Lacs and the year- end balance of loan granted to the party was Rs.2326.70 Lacs.

(b) In our opinion, prima facie, the interest and other terms and conditions of the aforesaid loan granted are not prejudicial to the interest of the Company.

(c) In case of the loan granted to the subsidiary Company listed in the register maintained u/s.301, The interest amount has been debited to the Lonee''s account. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) Unsecured loans granted by the company are repayable on demand, hence there are no overdue amounts of more than rupees one lacs in respect of the loan granted to the subsidiary Company.

(e) According to information and explanations given to us, 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. Accordingly, provisions of clause 4(iii) ) and

(g) of the Order, are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion 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 the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor''s Report) Order, 2003 (as amended ) are not applicable to the company.

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

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)

(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as may be applicable to company, have generally been regularly deposited with the appropriate authorities up to Dec 2012 though there has been a slight delay in a few cases. However the company is irregular in depositing the amount of taxes for Income Tax, Service Tax, TDS and Sales Tax from Jan 2013.

(b) According to the information and explanations given to us, except Income Tax of Rs.1246.52 Lacs and Dividend Distribution Tax of Rs.66 lacs, there are no undisputed amounts payable in respect of wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at March 31, 2013 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 amount of vat tax, customs duty wealth tax, excise duty and cess has not been deposited on account of any dispute.

x. The company has neither accumulated losses as at March 31, 2013 nor it was incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments term loans from banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor''s Report) are not applicable to the company.

xv. According to information and explanation given to us, the company has given the following guarantee to various banks for granting the credit facility to subsidiaries. The terms and other conditions, in our opinion are nor prima facie prejudicial to the interest of the company.

Sr. Name of the Name Amount Purpose No susldiarle of the Bank

1. Europe Omnitech ICICI Rs.5444.70 Acquisition Technology Bank Lacs of company Services at abroad

2. Omnitech Services Axis Bank USD 32 For working Pte Ltd Lacs capital facility

3. Avensus Axis Bank USD 15 For working Netherland B.V Lacs capital facility

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

xvii. On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

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

xix. The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

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

For M/s. POLADIA & CO.

[Chartered Accountants]



Sd/-

Navin R. Gala

Partner

Place: Mumbai Membership No. 40640

Date: 28th May, 2013 Firm Reg No 128274W

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Mar 31, 2012

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

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & 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 the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit. We enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

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

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

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

3. The Balance Sheet, Statement of Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance Sheet , Statement of 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,

5. On the basis of written representations received from the directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, none of the directors is, prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

6. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as 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 Balance Sheet of the State of affairs of the Company's as at 31st March 2012 ;

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

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

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date)

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

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable

ii. (a) According to information and explanation given to us, the inventory has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. (a) The Company has granted loans to its subsidiary Company listed in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year in respect of the said loans was Rs.1199.01 Lacs and the year- end balance of loan granted to the party was Rs.1113.64 Lacs.

(b) In our opinion, prima facie, the interest and other terms and conditions of the aforesaid loan granted are not prejudicial to the interest of the Company.

(c) In case of the loan granted to the subsidiary Company listed in the register maintained u/s.301, The interest amount has been debited to the lonee's account. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lacs in respect of the loan granted to the subsidiary Company.

(e) According to information and explanations given to us, 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. Accordingly, provisions of clause 4(iii) and (g) of the Order, are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion 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 the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended ) are not applicable to the company.

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

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at March 31, 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, there are no dues of vat tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The company has neither accumulated losses as at March 31, 2012 nor it as incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor's Report) are not applicable to the company.

xv. According to information and explanation given to us, the company has given guarantee to ICICI Bank amounting to Rs.5346 Lakhs for granting loan to M/S Europe Omnitech Technology Services, subsidiary company at Netherlands for acquisition of company abroad.

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

xvii. On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii. According to the information and explanations given to us, the company has made preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act and the price at which the shares is issued is not prejudicial to the interest of the company. The same is in accordance with the SEBI (Disclosure and Investor Protection) Guidelines 2000,

xix. The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

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

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/- Place: Thane Navin R. Gala Date : 29th May, 2012 Partner

Membership No. 40640 Firm Reg No 109620W

---

Mar 31, 2011

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

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & 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 the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 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 purpose of our audit.

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

iii. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

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 of the Company as at 31st March, 2011 and taken on record by the Board of Directors, none of the directors is prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as 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 Balance Sheet of the State of affairs of the Company's as at 31st March 2011 ;

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

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

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date )

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

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable

ii. (a) According to information and explanation given to us, the inventory has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. The Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. As the Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act, paragraphs of (iii) (b), (iii) (c) and (iii) (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion 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 the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended ) are not applicable to the company.

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

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at March 31, 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, there are no dues of vat tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The company has neither accumulated losses as at March 31, 2011 nor it as incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor's Report) are not applicable to the company.

xv. According to information and explanation given to us, the company has given guarantee to ICICI Bank amounting to Rs. 5346 Lakhs for granting loan to M/S Europe Omnitech Technology Services, subsidiary company at Netherlands for acquisition of company abroad.

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

xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act, hence the provisions of clause (xviii) are not applicable.

xix The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

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

For SHAH JADAVJI & CO.

[Chartered Accountants]

Sd/-

Navin R. Gala

Partner

Place : Thane Membership No. 40640

Date : 27.05.2011 Firm Reg. No. 109620W

---

Mar 31, 2010

1.We have audited the attached Balance Sheet of OMNITECH INFOSOLUTIONS LIMITED as at 31stMarch, 2010 and the attached Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & 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 the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 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 purpose of our audit.

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

iii. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

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 of the Company as at 31 March, 2010 and taken on record by the Board of Directors, none of the directors is prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as 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 Balance Sheet of the State of affairs of the Company s as at 3 I March 2010 ;

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

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

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date )

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

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable.

ii. (a) According to information and explanation given to us, the inventory has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. The Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. As the Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act, paragraphs of (iii) (b), (iii) (c) and (iii) (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion 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 the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditors Report) Order, 2003 (as amended ) are not applicable to the company. .

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

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service

tax, sales tax, customs duty, excise duty and cess were in arrears, as at 3 I 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, there are no dues of vat tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute. Company has paid income tax of Rs. 35.00 Lakhs upto 31.03.2010 and additional Rs. 25.00 Lakhs till date on account of dispute for the assessment year 2006-2007 for which assessment was completed during the period under audit, raising a demand of Rs. 2.88 Crores. Company has preferred as appeal with Commissioner of Income Tax (Appeal) - VII on 30.01.2010

x. The company has neither accumulated losses as at 3 I March, 2010 nor it has incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditors Report) are not applicable to the company.

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

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

xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act, hence the provisions of clause (xviii) are not applicable.

xix The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

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

For SHAH JADAVJI & CO [Chartered Accountants]

Sd/- Navin R. Gala Partner Place : Thane Membership No. 40640 Date : 18.05.2010 Firm Reg. No. 109620W