Notes to Accounts of Quest Softech (India) Ltd.

Mar 31, 2015

1. Notes to Accounts for the year ended March 31, 2015

a) Contingent Liability and Capital Commitment: Nil

b) On the basis of the information to the extent received from 'enterprises' regarding their status under the 'Micro, Small & Medium Enterprises Development Act, 2006' there is no Micro, Small & Medium enterprise to which the Company owes dues, which are outstanding for more than 45 days during the year ended 31st March, 2015 and hence disclosure relating to amounts unpaid as at the yearend together with interest paid/payable as required under the said Act is not required.

c) Related Party Disclosure:

2. Key Managerial Personnel

Name of the related party

(i) Dhiren Kothary - Director

(ii) Suresh Vishwasrao - Director

(iii) Archana Tripathi - Company Secretary & Compliance Officer

3. Names of related parties where control exists i.e. Key Management personnel and Individual having significant influence

Name of the related party

(i) Quest Profin Advisor Private Limited

(ii) Quest Fin-Cap Limited

(iii) Quest (East India) Advisor Private Limited

(iv) Quest Finlease Private Limited

(v) Niyamak Consultancy Private Limited

(vi) Niyamak Advisor Private Limited

(vii) PNP developers Private Limited

(viii) Ricco International Private Limited

(ix) Yuroas Textiles Private Limited

4. Loans and Advances given aggregating to Rs. 95,00,000/- and Trade Payables are subject to reconciliation and confirmation. In the opinion of the management, these amounts are fully recoverable and hence no material difference is expected to arise at the time of settlement, requiring accounting effect in the financial statements of the current year.

5. Bank Statement and Balance Reconciliation for Bank of Saurashtra not available. However since there are no transactions in this bank during the year, the balance as shown in Books of Accounts is considered to be correct

6. There are certain Business Advances given to parties and by virtue of the nature of the advances, no interest provision is required. Further confirmations from all the parties are available as at 31st March,2015

7. The Company has positive net worth as on 31.03.2015 after adjustment of all accumulated losses. Based thereupon and considering profits generated in the previous year and positive future cash flow projections, the accounts have been prepared on a going concern basis.

8. Investment of Rs. 7,77,000 in Equity Shares of Quest Fin-Cap till 31/03/2014 is subject to valuation for provision for impairment of Asset. Accordingly, the impairment of Rs. 5,52,361/-is charged to Profit and loss account as per AS 28.

9. Effective from April 01, 2014, the Company has charged Depreciation based on the revised remaining useful life of the Assets as per the requirements of Schedule II of the Companies Act, 2013. Due to above, depreciation charge for the year ended 31st March, 2015 is decreased by Rs. 1,56,088/-.

10. Further, based on the transitional provisions as per Note 7(b) of Schedule II of Companies Act,2013 , an amount of Rs. 79,862/- ( Net of Deferred tax of Rs. 35,712) has been adjusted from Retained Earnings.

11. The previous year figures have been reclassified / regrouped / restated to conform to current year's classification.

12. The Company has based on the positive net worth as at the year end, profits generated in the previous year and positive future cash flow projections, prepared accounts on a going concern basis.

---

Mar 31, 2014

1) The Company is in process of appointing Company Secretary who shall be acting as Compliance Officer of the Company and the appointment process shall be completed in due course.

2) The Company has initiated process for appointment of Whole-time Director and the appointment process shall be completed in due course.

3) Trade debtors aggregating to Rs.9,31,000/- are subject to reconciliation and confirmations. In the opinion of the management, these amounts are fully recoverable and hence no material difference is expected to arise at the time of settlement, requiring accounting effect in the financial statements of the current year.

4) Loans and Advances given agreegating to Rs 5,78,76,202/- are subject to reconciliation and confirmation. In the opinion of the management, these amounts are fully recoverable and hence no material difference is expected to arise at the time of settlement, requiring accounting effect in the financial statements of the current year.

5) Loans and Advances taken agreegating to Rs 1,17,80,921/- are subject to reconciliation and confirmation.

6) Trade creditors of Rs 53,03,367,68 is subject to reconciliation and confirmation.

7) Share Application Money of Rs 1,00,000/- has been refunded in F. Y 2014-15

8) The Additional information pursuant to revised Schedule VI of the Companies Act, 1956 are either NIL or Not Applicable

9) Investment of Rs 7,77,000 in Equity Shares of Quest Fin-Cap is subject to valuation for provision for impairment of Asset

10) The previous year figures have been reclassified / regrouped / restated to conform to current year's classification.

11) The Company has based on the positive net worth as at the year end, profits generated in the previous year and positive future cash flow projections, prepared accounts on a going concern basis.

12) a)Contingent Liability and Capital Commitment: Nil

b) On the basis of the information to the extent received from 'enterprises' regarding their status under the 'Micro, Small & Medium Enterprises Development Act, 2006' there is no Micro, Small & Medium enterprise to which the Company owes dues, which are outstanding for more than 45 days during the year ended 31st March. 2014 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act is not required.

---

Mar 31, 2013

Note 1: Corporate Information

Quest Softech (India) Limited ("the company") is engaged in providing Information Technology Services.

2 Related party transactions

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

2.1 Relationships during the year

Key Managerial Personnel:

i. Dhiren Bhogilal Kothary - Director

ii. SureshSVishwasrao - Director

Enterprises controlled by Key Management personnel and Individual having significant influence:

1. Quest Profin Advisor Private Limited

2. Quest Fincap Limited

3. Quest(Eastlndia)Advisory Private Limited

4. Quest Finlease Private Limited

5. NiyamakConsultancy Private Limited

6. NiyamakAdvisor Private Limited

7. PNP Developers Private Limited

8. Ricco International Private Limited

3 On the basis of the information to the extent received from ''enterprises'' regarding their status under the ''Micro, Small & Medium Enterprises Development Act, 2006''there is no Micro, Small & Medium enterprise to which the Company owes dues, which are outstanding for more than 45 days during the year ended March 31,2013 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

4 Figures of previous year are regrouped and reclassified wherever necessary to correspond to figures of the current year.

5 The Company has, based on the positive net worth as at the year end, profits generated in the previous year and positive future cash flow projections, prepared accounts on a going concern basis.

---

Mar 31, 2010

1. Previous year figures have been regrouped & re arranged wherever found necessary.

2. Balances of, Sundry Debtors, Creditors & Loans & Advances are subject to confirmation.

3. In the opinion of the Board of Directors, the Current Assets, Loans & Advances are approximately of the value stated, if realized in the ordinary course of business and Provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably stated.

4. The software services division undertaking of Continental Controls Limited was demerged into the Company alongwith its assets and liabilities as per the Scheme of Arrangement approved by the Bombay High Court on 5th September, 2008. Thus, in terms of the Scheme of Arrangement, the Company has allotted 4,421,256 equity shares of Rs. 10/- each to the share holders of Continental Controls Limited during the year.

5. Transactions in Foreign Currency

The Company has not entered in any foreign currency transaction during the year.

6. Deferred Tax:

The Company has recognized deferred tax arising on account of timing differences, being the difference between the taxable incomes and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting Standard 22 (AS 22) - Accounting for Taxes on Income issued by Institute of Chartered Accountants of India.

7. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED):

As per information available with the Company, none of the ''suppliers'' have been identified under the meaning of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into Force form 2nd October, 2006.

8. Quantitative Detail:

The company is primarily engaged in software services. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3,4C and 4D of part II of Schedule VI ofCompaniesAct, 1956.