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Auditor Report of Saksoft Ltd.

Mar 31, 2015

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

Management''s Responsibility for the Standalone 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 of these standalone 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 ofthe 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 reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, 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 standalone 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error In making those risk assessments, the auditor considers internal financial control relevant to the Company''s 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 paragraph 3 and 4 of the said 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 the Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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

f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 1 1 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 the financial statements- Refer Note 23(a) to the standalone 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

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

(i) 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 over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) (a) and (b) of the Order is not applicable.

(iv) The company has adequate internal control system commensurate with the size of the company and the nature of its business, for purchase of fixed assets and for sale of services.

During the course of audit, we have not observed any major weakness in internal control system.

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

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of the activities of the Company

(vii) a. The company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Service Tax, cess and other statutory dues with the appropriate authorities and there are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income tax, Service tax, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of the statute Nature of dues Amount Amount Disputed Paid

Income Tax Act, 1961 Income tax dues 22,783,883 15,379,843

Income Tax Act, 1961 Income tax dues 5,186,058 Nil

Income Tax Act, 1961 Income tax dues 17,74,972 Nil

Income Tax Act, 1961 TDS Dues 6,403,866 Nil

The Finance Act, 1994 Service Tax dues 32,609,738 2,500,000

Name of the Statute Period to which the Forum where dispute is amount relates pending

Income Tax Act, 1961 Financial year 2008-09 Appeal filed before the CIT(A)-VI Chennai.

Income Tax Act, 1961 Financial year 2009-10 Appeal filed before the CIT(A)-VI Chennai.

Income Tax Act, 1961 Financial year 2010-11 Appeal filed before the CIT(A)-XV Chennai.

Income Tax Act, 1961 Financial year 2011-12 Rectification petition 2010-11,2009-10 2008-09 filed before the Assessing and prior years. Officer

The Finance Act, 1994 October 2004 to March Customs, Excise & Service 2009 Tax Appellate Tribunal, Chennai.

c. In our opinion and according to the information and explanation given to us, the amount required to be transferred to Investor Education and Protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under; has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of guarantees given by the Company for loans taken by others from Banks are not prejudicial to the interest of the Company

(xi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company have been applied for the purpose for which they were obtained.

(xii) 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 Suri & Co. Chartered Accountants Firm Registration No. 004283S

S. Ganesan Place : New Delhi Partner Date :25th May 2015 Membership No.018525


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of M/S SAKSOFT LIMITED, which comprise the Balance Sheet as at 31st March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of signifcant accountng policies and other explanatory informaton.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparaton of these fnancial statements that give a true and fair view of the fnancial positon, fnancial performance and cash fows of the Company in accordance with the Accountng Standards referred to in sub- secton (3C) of secton 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementaton and maintenance of internal control relevant to the preparaton and presentaton of the fnancial 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 fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditng issued by the Insttute 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 fnancial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our informaton and according to the explanatons given to us, the fnancial statements give the informaton required by the Act in the manner so required and give a true and fair view in conformity with the accountng principles generally accepted in India:

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

(b) in the case of the Statement of Proft & Loss, of the PROFIT for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the informaton and explanatons 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 examinaton of those books;

c) the Balance Sheet, Statement of Proft and Loss and Cash fow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Proft and Loss and Cash Flow Statement comply with the Accountng Standards referred to in subsecton (3C) of secton 211 of the Act;

e) on the basis of writen representatons received from the Directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-secton (1) of Secton 274 of the Act.

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in our report of even date)

(i) a. The Company has maintained proper records showing full partculars, including quanttatve details and situaton of fxed assets.

b. The Company has a regular programme of physical verifcaton of its fxed assets by which all fxed assets are verifed over a period of two years. In our opinion, this periodicity of physical verifcaton is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were notced on such verifcaton.

c. Fixed assets disposed of during the year were not substantal, and therefore, do not afect the going concern assumpton.

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

(iii) a. The Company has not granted any loans, secured or unsecured, to companies, frms or other partes covered in the register maintained under secton 301 of the Companies Act, 1956. Thus, paragraph 4(iii) (b), (c) and (d) of the Order is not applicable.

b. The Company has taken an unsecured loan from a Company covered in the register maintained under secton 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs.340 million and the year end balance of such loan was Rs. 250 million.

c. In our opinion, the rate of interest and other terms and conditons on which loans have been taken from companies, frms or other partes listed in the register maintained under secton 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d. The Company is regular in the repayment of principal amount as stpulated and has been regular in the payment of interest.

(iv) The Company has adequate internal control system commensurate with the size of the Company and the nature of its business, for purchase of fxed assets and for sale of goods and services. During the course of audit, we have not observed any major weakness in internal control system.

(v) a. The partculars of contracts or arrangements referred to in secton 301 of the Companies Act, 1956 that are required to be entered in the register have been so entered.

b. According to the informaton and explanatons given to us, the transactons made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act,1956 has been made at prices, that are reasonable having regard to the prevalent market prices at the relevant tme.

(vi) The Company has not accepted any deposits from the public.

(vii) The Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Secton 209(1)(d) of the Companies Act, 1956 in respect of the actvites of the Company.

(ix) a. The Company is regular in depositng undisputed statutory dues including Provident Fund, Investor Educaton and Protecton Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, cess and other statutory dues with the appropriate authorites and there are no outstanding statutory dues as at the last day of the fnancial year concerned for a period of more than six months from the date they became payable.

(x) The Company does not have any accumulated losses at the end of the fnancial year and has not incurred cash losses in the fnancial year and in the immediately preceding fnancial year.

(xi) In our opinion and according to the informaton and explanatons given to us, the Company has not defaulted in repayment of dues to its bankers or to any fnancial insttutons. The Company did not have any outstanding debentures during the year.

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

(xiii) In our opinion and according to the informaton and explanatons given to us, the Company is not a chit fund or a nidhi/mutual beneft fund/society.

(xiv) According to the informaton and explanatons given to us, the Company is not dealing or trading in shares, securites, debentures and other investments.

(xv) According to the informaton and explanatons given to us, the Company has not given any guarantee for loans taken by others from banks or fnancial insttutons.

(xvi) Term loan has been utlized for the purpose for which they were obtained.

(xvii) According to the informaton and explanatons given to us and on an overall examinaton 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 not made any preferental allotment of shares to companies/frms/partes covered in the register maintained under Secton 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the informaton and explanatons given to us, no fraud on or by the Company has been notced or reported during the course of our audit.

for Suri & Co.

Chartered Accountants

Firm registraton number: 004283S

S. Ganesan

Place: Chennai Partner

Date: May 27, 2013 Membership No: 018525


Mar 31, 2012

1. We have audited the attached Balance Sheet of Saksoft Limited as at 31st March 2012, the statement of Profit and Loss 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended, ("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 maters specified in paragraphs 4 and 5 of the said Order.

4. 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 it appears from our examination of the 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) to sub-section (1) of Section 274 of the Companies Act, 1956.

(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 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:

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

ii) in the case of the Statement of Profit and Loss, of the PROFIT of the Company for the year ended on that date and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in our report of even date)

(i) 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 over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were notched on such verification.

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

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

(iii) a. The Company has not granted any loans, secured or unsecured, to companies, firms or other parts covered in the register maintained under section 301 of the Companies Act, 1956. Thus, paragraph 4(iii) (b), (c) and (d) of the Order is not applicable.

b. The Company has taken an unsecured loan from a Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year and the year-end balance of such loan was Rs.340 million.

c. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d. The Company is regular in the repayment of principal amount as stipulated and has been regular in the payment of interest.

(iv) The Company has adequate internal control system commensurate with the size of the Company and the nature of its business, for purchase of fixed assets and for sale of goods and services. During the course of audit, we have not observed any major weakness in internal control system.

(v) a. The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that are required to be entered in the register have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act,1956 has been made at prices, that are reasonable having regard to the prevalent market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the actives of the Company.

(ix) a. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, cess and other statutory dues with the appropriate authorities and there are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of the statute Nature of dues Amount Period to which Forum where dispute is (Rs.) the amount pending relates

Income Tax Act, 1961 Income Tax dues 26,999,722 April 2006 to Commissioner of Income Tax March 2007 Appeals.

The Finance Act 1994 Service Tax 32,609,738 October 2004 to Customs, Excise & Service dues March 2009 Tax Appellate Tribunal, Chennai.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in 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 repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) 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 and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

(xv) 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.

(xvi) In our opinion and according to the information and explanations given to us, 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 not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues 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 Suri & Co. Chartered Accountants

Firm registration number: 004283S

S .Ganesan

Place: Chennai Partner

Date: May 30, 2012 Membership No: 018525


Mar 31, 2011

1. We have audited the attached Balance Sheet of Saksoft Limited as at 31 March 2011, the Profit and 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended, ("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 maters specified in paragraphs 4 and 5 of the said Order.

4. 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 it appears from our examination of the books;

(c) The Balance Sheet, Profit and Loss Account and 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 Companies Act, 1956;

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

(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 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:

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

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

and

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

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in our report of even date)

(i) 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 over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

(iii) a. The Company has not granted any loans, secured or unsecured, to companies, firms or other partes covered in the register maintained under section 301 of the Companies Act, 1956. Thus, paragraph 4(iii) (b), (c) and (d) of the Order is not applicable.

b. The Company has taken an unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 353 million and the year-end balance of such loan was Rs. 342 million.

c. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other partes listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d. The terms of the arrangement do not stipulate any repayment schedule. Accordingly, paragraph 4(iii)(g) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that sale of certain services are for the specialized requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to the rendering of services. The activities of the Company do not involve purchase of inventory and sale of goods. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit.

(v) 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 Companies Act, 1956 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 or 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 except for procurement / rendering of certain services which are for the specialized requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the actvities of 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, the Company is generally regular in depositing amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income-tax, Service tax, Customs duty, and other material statutory dues during the year with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance, Sales tax, Wealth tax and Excise duty, Investor Education and Protection Fund, Cess. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income tax, Service tax, Customs duty and other material statutory dues were in arrears as at March 31, 2011 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of the Nature of dues Amount statute (Rs.)

Income Tax Act, Income Tax 26,999,722 1961 dues

Name of the Period to which Forum where dispute statute the amount is pending relates

Income Tax Act, April 2006 to Commissioner of 1961 March 2007 Income Tax Appeals.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in 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 repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) 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 and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

(xv) 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.

(xvi) In our opinion and according to the information and explanations given to us, 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 not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues 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 B S R & Co. Chartered Accountants Firm registration number: 101248W

S Sethuraman Partner Membership No: 203491

Place: Chennai Date : May 27, 2011




Mar 31, 2010

1. We have audited the atached Balance Sheet of Saksof Limited as at 31st March 2010, the profit and 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 conducted our audit in accordance with auditng 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 supportng the amounts and disclosures in the financial statements. An audit also includes assessing the accountng principles used and signifcant estmates made by management, as well as evaluatng the overall financial statement presentaton. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended, ("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 maters specifed in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, profit and Loss Account and 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 Accountng Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of writen representatons received from the Directors, as on 31 March 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualifed as on 31 March 2010 from being appointed as a Director in terms of clause (g) to sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanatons given to us, the said accounts, give the informaton required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accountng principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of the afairs of the Company as at 31 March 2010; and

ii) in the case of the profit and Loss Account, of the profit of the Company for the year ended on that date and

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

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

i) a. The Company has maintained proper records showing full partculars, including quanttatve details and situation of fxed assets.

b. The Company has a regular programme of physical verifcation of its fxed assets by which all fxed assets are verifed over a period of two years. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcaton.

c. Fixed assets disposed of during the year were not substantal, and therefore, do not afect the going concern assumpton.

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

iii) a. The Company has not granted any loans, secured or unsecured, to companies, frms or other partes covered in the register maintained under Section 301 of the Companies Act, 1956. Thus, paragraph 4(iii) (b), (c) and (d) of the Order is not applicable.

b. The Company has taken an unsecured loan from a company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 360 million and the year-end balance of such loan was Rs 342 million.

c. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, frms or other partes listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d. The terms of the arrangement do not stpulate any repayment schedule. Accordingly, paragraph 4(iii)(g) of the Order is not applicable.

iv) In our opinion and according to the information and explanatons given to us, and having regard to the explanation that sale of certain services are for the specialized requirements of the buyers and suitable alternatve sources are not available to obtain comparable quotatons, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fxed assets and with regard to the sale of services. The actvites of the Company do not involve purchase of inventory and sale of goods. In our opinion and according to the information and explanatons given to us, we have not observed any major weakness in the internal control system during the course of the audit.

v) a. The partculars of contracts or arrangements referred to in Section 301 of the Companies Act,1956 that are required to be entered in the register have been so entered.

b. According to the information and explanatons given to us, the transactons made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 has been made at prices that are reasonable having regard to the prevalent market prices at the relevant time.

vi) The Company has not accepted any deposits from the public.

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

viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the actvites of the Company.

ix) a. According to the information and explanatons given to us and on the basis of our examination of the records of the company, the Company is generally regular in depositng amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service tax, Customs duty, Cess and other material statutory dues during the year with the appropriate authorites.

As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, wealth tax and Excise duty. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the aforesaid Section has not yet been made effectve by the Central Government.

According to the information and explanatons given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income tax, Sales tax, Service tax, Customs duty and other material statutory dues were in arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

b. According to the information and explanatons given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty and Cess which have not been deposited with the appropriate authorites on account of any dispute, except as stated below:

Name of the Nature of Amount Period to which Forum where statute dues (Rs.) the amount relates dispute is pending

Income Tax Income Tax 12,493,856 April 2004 to Commissioner of Act, 1961 dues March 2006 Income Tax Appeals

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

xi) In our opinion and according to the information and explanatons given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial insttutons. The Company did not have any outstanding debentures during the year.

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

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

xiv) According to the information and explanatons given to us, the Company is not dealing or trading in shares, securites, debentures and other investiments.

xv) According to the information and explanatons given to us, the Company has not given any guarantee for loans taken by others from banks or financial insttutons.

xvi) In our opinion and according to the information and explanatons given to us, the Company did not have any term loans outstanding during the year.

xvii) According to the information and explanatons given to us and on an overall examinaton 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 investiment.

xviii) The Company has not made any preferental allotiment of shares to companies/frms/partes covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The Company did not have any outstanding debentures during the year.

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

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

for B S R & Co. Chartered Accountants

Firm registration number: 101248W

S Sethuraman

Place : Chennai Partner

Date : 28 May 2010 Membership No. 203491



 
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