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Auditor Report of Prism Informatics Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Prism Informatics Ltd., which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss & 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 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 includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are responsible and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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, except in case of Receivable balances of Rs. 1,86,36,855 and Unsecured Loan of Rs. 1,50,00,000from All State Finance & Leasing Ltd and Loan from Directors and entities in which director have interest of Rs. 2,73,40,302 which are subject to confirmation and reconciliation (if any), Unbilled revenue Rs. 17,44,061 which has been as certified by the management, 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 31,2015;

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

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, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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

iii. There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company.

(g) Without qualifying our report, we draw attention to Note no. 1.1 to the financial statements indicating that the Company's subsidiaries namely, Prism Software Consultancy DMCC (earlier known as Prism Software Consultancy JLT), Prism Infoglobal, Prism INC and Prism PTE, have been incurring losses from the operations resulting in substantial erosion of capital as on the balance sheet date. In the opinion of the management these conditions indicate the existence of material uncertainty that may cast significant doubt about the subsidiary's ability to continue as a going concern.

Prism Informatics Ltd.

Annexure to the Auditor's Report for the financial year ended 31st March, 2015.

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

(b) The Company has not carried out any physical verification of its fixed assets.

ii. The Company is a service sector company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.

iii. The company has granted loans to two body corporate covered in the register maintained under Section 189 of the Companies Act, 2013 ("the Act").

(a) In case of the loans granted to the body corporate in the register maintained under Section 189 of the Act, the terms of repayment the arrangements have not been defined.

(b) Refer note no 27D for the provision for doubtful principal and interest amount Rs 14,12,05,425 granted to Associate enterprise Idhasoft Limited and Rs. 96,68,258 granted to subsidiary Prism Software Consultancy DMCC (earlier known as Prism Software Consultancy JLT)

iv In our opinion and according to the information and explanations given to us, the company has adequate Internal Control System commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and sale of services. However, the internal control in respect of service income &fixed assets needs to be strengthened.

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

vi. As per the information and explanations provided by management, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service Tax, Value Added Tax, Profession tax, Provident fund and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities expect specified in following annexure which are outstanding as at the last day of financial year for more than six months from the date it become payable:

Name of Statute Nature of Dues Total Outstanding Liability as on 31st March 2015

Finance Act, 1994 Service Tax Payable 1,04,71,965

Income Tax Act, 1961 TDS Payable 7670781

MVAT Act, 2002 VAT / CST Payable 85065

PF Act, Provident Fund Payable 12,88,139

PT Professional Tax Payable 35,552

Local Body Tax LBT 1,46,803

Name of Statute Outstanding Others for More than 6 Months from the date they become Payable

Finance Act, 1994 8485358 19,86,607

Income Tax Act, 1961 70,49,524 6,21,257

MVAT Act, 2002 - 85065

PF Act - 12,88,139

PT - 35,552

Local Body Tax 1,44,403 2,400

(b) According to the information and explanations given to us, there are no material dues of Income Tax, Service Tax, Value Added Tax or any other statutory due which have not been deposited with the appropriate authorities on account of any dispute.

viii. The company does not have accumulated losses at the end of the financial year however the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. In the opinion and according to the information and explanation give to us, the company has availed loan, the outstanding balance as on 31st March 2015 of which is Rs. 1.5 crore which was due for repayment. However the company has requested for extension for the same.

x. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by the others from banks or financial institutions.

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.

For E. A. PATIL & ASSOCIATES

Chartered Accountants

(Firm Registration No. 117371W)

CA.E.A.Patil

Partner

Membership No. 031979

Mumbai,

August 13,2015


Mar 31, 2014

We have audited the accompanying Balance Sheet of Prism Informatics Limited (''the Company'') as at 31st March 2014, the Profit and Loss Account and the Cash Flow Statement for the year ended 31st March, 2014 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 Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 (the "Act") and in accordance with the accounting principles general accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 of material misstatement.

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

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view, except in case of receivable balances of Rs.7,66,47,135 and unsecured loan of Rs.1,00,00,000from All state Finance & Leasing Ltd which are subject to confirmation and reconciliation (if any), unbilled revenue Rs 1,11,77,817/- which has been as certified by the management, in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014

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

iii. in the case of the Cash Flow Statement, of the cash 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 in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, the 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 Act;

e. On the basis of written representation received from the directors of the Company, as on31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act,

f. Without qualifying our report, we draw attention to Note no.1.1 to the financial statements indicates the Company''s 100% subsidiary Prism Inc has been incurring losses from the operations and sale of its subsidiary Company TLC Technologies INC Company, in which Prism Inc held 51% holding, resulting in substantial erosion of capital of Prism Inc. as on the balance sheet date. In the opinion of the management these conditions indicate the existence of material uncertainty that may cast significant doubt about the subsidiary''s ability to continue as a going concern. Hence the carrying amount of investment Rs.2,56,23,329 has been impaired while receivables from the TLC Technologies Rs 1,68,16,560 has been provided as doubtful debt and the said impairment and doubtful debts is considered in the exceptional / Extraordinary items.

Annexure to the Auditors'' Report for the year ended March 31st, 2014.

(Referred to in our report of even date)

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

b) The Company has a regular program of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. For the current financial year, physical verification for the fixed assets is yet to be carried out by the company.

The Company is a service sector company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

a. In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the body corporate, amounting to Rs. 11,73,72,310, listed in the registered maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the company.

b. The Company has taken unsecured loans, payable on demand, aggregating to Rs. 1,38,20,302 from the companies, firms or parties covered in the register maintained under Section 301 of the Actare not, prima facie, prejudicial to the interest of the company.

In our opinion and according to the information and explanations given to us, the company is in process of implementation of internal control system commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale goods &services. In our opinion, the internal control in respect of service income needs to be strengthened.

a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in(a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant time

The Company has not accepted any deposits from the public.

vii. The company does not have internal audit system commensurate with its size & nature of its business.

viii. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act, for any of the services rendered by the Company.

ix. a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service tax, Profession Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for the sum specified in below table which were outstanding as at the last day of financial year concerned. The said sum are outstanding for more than six months from the date it become payable and are yet to be paid:

Name of Statute Nature of Dues Period for which Amount mount pertains in INR

Tax deducted at source 2013-14 1,57,32,922

Income Tax Act, 1961 Interest on delayed Payment 2013-14 16,05,249

Interest on delayed Payment 2012-13 32,84,173

Service Tax Jan 13 to Mar 14 13,15,775

Finance Act, 1994 Interest on delayed Payment Jan 13 to Mar 14 66,497

*Service Tax Till Dec 12 57,40,765

VAT 2013-14 7,21,703

Maharashtra Value Interest on VAT 2013-14 19778 added Tax Act,2002 CST 2013-14 3,01,687

Interest on CST 2013-14 5,383 LBT 2013-14 94,541 Local Body Tax Interest on LBT 2013-14 11,602

*Application were made under Voluntary compliance Encouragement Scheme (VCES) for payment of Service Tax and Paid 50% amount of Service Tax, and balance amount is payable before June 30, 2014.

b) We have been informed by the management, that there are no dues of sales tax/ income tax/ custom tax/ wealth tax/ excise duty/cess have been deposited on account of dispute.

x. The Company does not have accumulated losses at the end of the financial year, however the accumulated loss do not exceed the more than fifty percent of its net worth hence the clause is not applicable.

xi. In our opinion and according to the information and explanations given to us, the company has availed loan of Rs 1 crore which was due for repayment in the month of 6th March 2014, however the Company has requested for extension of the same.

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

xiii. In our opinion and according to the information andexplanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

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

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

xvi. The Company did not have any term loans outstanding during the year.

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

xviii. The Company has allotted 30,000 Non Cumulative Compulsorily Convertible Preference Shares of Rs. 100/- each on preferential basis to Dr. Ramesh Subramaniam, Director of the Company and necessary entry of same is made in Statutory Register maintained under Section 301 of Companies Act, 1956.

xix. The company has not created security or charge against the issue of debentures.

xx. The Company has not raised any money by public issue during the year.

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. E.A.Patil& Associates Chartered Accountants Firm Registration No. 117371W

CA. E. A. Patil Partner Membership No. 031979

Date:. 27th May, 2014


Mar 31, 2013

We have audited the accompanying Balance Sheet of Prism Informatics Limited (''the Company'') as at 31 March 2013, the Profit and Loss Account as at 31 March 2013 and the Cash Flow Statement for the year 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 Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 (the "Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 of material misstatement.

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

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view, except in case of receivable balances of Rs.9,60,43,942 and unsecured loan of Rs.6,02,57,535 from Megh Leasing & Finance Ltd. which are subject to confirmation and reconciliation (if any), unbilled revenue Rs59,58,968 which has been as certified by the management, in conformity with the accounting principles generally accepted in India:

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

ii. in the case of the Profit and Loss Account, of the profit forthe year ended on that date; and

iii. 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 in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, the 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 Act;

e. On the basis of written representation received from the directors of the Company, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31 st March, 2013 from being appointed as a director in terms of clause(g) of sub-section (1) of Section 274 of the Act,

f. Without qualifying our report, we draw attention to Note no. 1.1 to the financial statements indicates the Company''s 100% subsidiary Prism Informatics Pte Ltd at Singapore and its step down subsidiary Prism Informatics (Thailand) has been incurring losses from the operations resulting in substantial erosion of capital as on the balance sheet date. In the opinion of the management these conditions indicate the existence of material uncertainty that may cast significant doubt about the subsidiary''s ability to continue as a going concern. Hence the investment Rs.3,12,97,902, loans Rs.30,97,325 and receivables Rs. 2,17,17,672 have been provided for.

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

b) The Company has a regular program of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. For the current financial year, physical verification for the fixed assets is yet to be carried out by the company.

2. The Company is a service company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the body corporate listed in the registered maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the company.

However, in case of Prism Informatics Pet, Singapore the Company has granted unsecured loans to body corporate covered under register maintained under section 301 of the Companies Act 1956 (the Act) Rs.38,07,251 (Prev.Yr. Rs.35,80,955).

During the year, the loan has been provided for, since the investment in the subsidiary has been considered doubtful due to material uncertainty that may cast significant doubt about the subsidiary''s ability to continue as a going concern.

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

4. In our opinion and according to the information and explanations given to us, the company is in process of implementation of internal control system commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale goods &services. In our opinion, the internal control in respect of service income needs to be strengthened.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

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

7. The company does nothave internal audit system.

8. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act, for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service tax, Profession Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for the specified in following annexure which were outstanding as at the last day of the financial year concerned for the period for more than six months from the date it became payable, which are yet to be paid:

10. We have been informed by the management, that there are no dues of sales tax/ income tax/ custom tax/ wealth tax/ excise duty/ cess have been deposited on account of dispute.

11. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

12. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year on account of default.

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

14. In our opinion and according to the information and explanations given to us, the Company is not a chit fund /nidhi / mutual benefit fund / society.

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

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

17. The Company did not have any term loans outstanding during the year.

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

19 The Company has made preferential allotment of shares to companies/ firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956 to the following:

Sr Name of the Party Mature of No.of shares No Shares issued

1 SaurabhDani Equity Shares 1245312

2 BhumanDani Equity Shares 12500

3 BankimDani Equity Shares 32812

4 Secure Matrix Equity Shares 28125 Pvt.Ltd

As per information and explanations given to us, the price at which shares have been issued is not prejudicial to the interest of the company.

20. The company has not issued any debentures during the year.

21. The Company has not raised any money by public issue during the year.

22. 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.

ForM/s. E.A.Patil & Associates

Chartered Accountants Firm Registration No. 117371W

CA. E. A. Patil

Partner

Membership No. 031979

Date: 30th May 2013.

Vashi, Navi Mumbai


Mar 31, 2012

We have audited the attached Balance Sheet of Prism Informatics Limited ('the Company') as at 31 March 2012, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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 Companies Act, 1956("the Act"), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

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

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

d. in our opinion, the Balance Sheet, 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 Act except in case of Goodwill of Rs,l 7,472,307 which is subject to impairment test;

e. On the basis of written representation received from the directors of the Company, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31st March, 2012 from being appointed as a director in terms of clause(g) of sub-section (1) of Section 274 of the Act, and

f. in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and give a true and fair view except in case of unbilled revenue Rs 11,833,734/- which has been as certified by the management, in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012;

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

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

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

b) The Company has a regular program of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. For the current financial year, physical verification for the fixed assets is yet to be carried out. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

2. The Company is a service company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered under registered maintained under section 301 of the Companies Act 1 956 (the Act). Accordingly, the provisions of sub clause (b) to(d)of clause (iii) of paragraph 4 of the order are not applicable.

b) The Company has not taken any loans, secured or unsecured from the companies, firms or parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of sub clause (f) to (g) of clause (iii) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, the company is in process of implementation of internal control system commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale goods & services.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in(a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

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

7. The company does not have internal audit system.

8. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act, for any of the services rendered by the Company.

9. According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service tax, Profession Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for the specified in following annexure which were outstanding as at the last day of the financial year concerned for the period more than six months from the date it become payable, which are yet to be paid:

Name of the Statute Nature of the Dues Amount in Rs. Period to Which the amount pertains

Tax Deposited at Source 54,178 2011-12

Income Tax Act,

1961

Interest on Delayed Payment 6,098 2011-12

1994 Service Tax 419,753 2011-12

Interest on Delayed Payment 36,846 2011-12

Maharashtra Value Added 1,158150 2011-12 Tax Act, 2002 VAT

10. We have been informed by the management, that there are no dues of sales tax/ income tax/ custom tax/ wealth tax/ excise duty/ cess have been deposited on account of dispute.

11. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

12. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year on account of default.

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

14. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

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

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

17. The Company did not have any term loans outstanding during the year.

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

19. The Company has made any preferential allotment of shares to companies/ firms/ parties covered in the register maintained under Section 301 of the Companies Act,l956 to the following:

Sr. Name of the Party Nature of shares No. of preference shares issued No.

01 Saurabh Dani 8% 233,715

Non-cumulative convertible Preference Shares Series III

And as per information and explanations given to us, the price at which shares have been issued is not prejudicial to the interest of the company.

20. The debentures are Compulsorily Convertible Debentures (CCD) outstanding at the end of the year Rs. Nil (previous year Rs.28,224,200). No security has been created for these debentures.

21. The Company has not raised any money by public issue during the year.

22. 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. E.A.Patil &Associates

Chartered Accountants

Firm Registration No. 11 7371W CA.E.A.

Patil Partner

Membership No. 031979

Date: 30th May 2012.

Vashi, Navi Mumbai


Mar 31, 2011

We have audited the attached Balance Sheet of Prism Informatics Limited (the Company) as at 31 March 2011, the Profit and Loss Account and the Cash Flow Statement 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.

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

As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ("the Act"), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

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

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

d. in our opinion, the Balance Sheet, 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 Act;

e. On the basis of written representation received from the directors of the Company, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act, and

f. in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and give a true and fair view except in case of receivable balances which are subject to confirmation and reconciliation (if any), unbilled revenue Rs.28,47,723 /- which has been as certified by the management, in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2011;

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

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

Annexure to the Auditors Report for the year ended March 31st , 2011. (Referred to in our report of even date)

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

b) The Company has a regular program of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. For the current financial year, physical verification for the fixed assets is yet to be carried out. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) Following fixed assets have been disposed off during the year.

Sr. No Particulars of the asset Amount

1 Computer Equipment 502,940/-

2 Furniture 623,511/-

3 Office Equipment 508,454/-

Total Rs. 16,34,455/-

2. The Company is a service company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has granted loans to body corporate covered under registered maintained under section 301 of the Companies Act 1956 (the Act) Rs. 1,63,742,000/- (previous year Rs nil) as unsecured loans. The maximum amount outstanding during the year Rs 115,237,930/- (previous year Rs Nil) and year end balance Rs. 107,974,041/- (previous year Rs Nil).

Loan to these body corporate are repayable within two years, there is no specific repayment schedule indicated in the loan agreement. During the year these body corporate have repaid Rs. 68,461,960/- In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the body corporate listed in the registered maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the company.

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

4. In our opinion and according to the information and explanations given to us, the company is in process of implementation of internal control system commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale goods & services. In our opinion, the internal control in respect of service income needs to be strengthened.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. The Company does not have internal audit system.

8. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act, for any of the services rendered by the Company.

9. According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service tax, Profession Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities.

10. We have been informed by the management, that there are no dues of sales tax/ income tax/ custom tax/ wealth tax/ excise duty/ cess have been deposited on account of dispute.

11. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

12. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year on account of default.

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

14. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

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

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

17. The Company did not have any term loans outstanding during the year.

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

19. The Company has not made any preferential allotment of shares to companies/ firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The debentures are Compulsorily Convertible Debentures (CCD) outstanding at the end of the year Rs. 2,82,24,200/- (previous year Rs Nil). No security has been created for these debentures.

21. The Company has not raised any money by public issue during the year.

22. 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. E.A.Patil & Associates

Chartered Accountants

Firm Registration No.117371W

CA. E. A. Patil

Partner

Membership No. 031979

Date: 30th May 2011

Vashi, Navi Mumbai

Prism Informatics Limited


Mar 31, 2010

We have audited the attached Balance Sheet of Prism Informatics Limited (the Company) as at 31 March 2010, the Profit and Loss Accountand the Cash Flow Statement 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.

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

As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ("the Act"), we enclose in the Annexure, a statement on the matters specified in paragraphs4and 5 of the said Order.

Further to our comments in the Annexure referred to above, we reportthat:

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, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, 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 Act;

e. on the basis of written representation received from the directors of the Company, as on 31st March, 2010 and taken on record by the Board of Directors, we reportthat none of the directors are disqualified as at 31st March, 2010from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act, and

f. in our opinion, and to the best of our information and according to the explanations given to us, the said accounts 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2010;

ii. in the case of the Profit and Loss Account, of the profitforthe year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cashflows for the yearended on that date.

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

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

b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. During the current year, as part of a cyclical plan, the Company has carried out physical verification of certain fixed assets and no material discrepancies were noticed upon such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

2. The Company is a service company, primarily rendering IT consulting and software development services. Accordingly it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, the company is in process of implementation of internal control system commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale goods & services.

The activities of the Company do not involve purchase of inventory and there are no sale of goods during the year.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained underthatsection.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of cost records under Section 209{l)(d) of the Act, for any of the services rendered by theCompany.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service tax, Profession Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except as mentioned below:

Sr.no.Parties Amount Payable as on 31.03.2010

1 Preference Dividend Tax 208,132

2 Equity Dividend Tax 104,637

3 Profession Tax 39,745

4 Tax deducted at source 916,883

Total 1,269,397

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses i n the currentfinancial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

12. The Company has not granted loans and advances on the basis of security byway of pledge of shares, debentures andothersecurities.

13. In our opinion and accordingto the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund/society.

14. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments except in case of the following transaction entered into by the company:

Opening Bal as Additions during Sales during Closing bal as Sr.no Particulars on 01.04.2009 the year the year on 31.03 .2010

1 Sahara Limited 996,939 82,100 1,079,039 - Total 996,939 82/100 1,079,039 -

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

16. The Company did not have any term loans outstandingduringthe year.

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

18. The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not haveany outstanding debentures during the year. (refer to note 6 of notes to accounts)

20. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported duringthe course of our audit.

For M/s. E. A.Patil & Associates

Chartered Accountants

CA.E.A.Patil

Partner

Membership No. 031979

Date: 31.05.2010

Vashi, NaviMumbai




Mar 31, 2009

1. We have audited the attached Balance Sheet of PRISM INFORMATICS LIMITED as at March 31, 2009, and. also the Profit and Loss Account and the Cash Flow Statement of the company for the year ended on that date, annexed thereto. These financial statement are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

i. We have obtained alt 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.

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

iv. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Act, 1956.

5. On the basis of written representations from all the directors as on March 31,2009 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on March 31, 2009 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act. 1956.

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March31,2009

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date., and

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



For, P.B. TIKAIT & CO.

Chartered Accountants



(P. B. TIKAIT)

Proprietor

M.No.37998

MUMBAI, MAY 28,2009

 
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