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Auditor Report of Sasken Communication Technologies Ltd.

Mar 31, 2015

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

Management's Responsibility for the 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 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 of 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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, issued by the Institute of Chartered Accountants of India, as 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 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 effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31,2015, 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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 purpose of our audit;

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

(c) The Balance Sheet, Statement of Profit and Loss, and 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 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; and

(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 - Refer Note 27 to the 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 to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our report to the members of Sasken Communication Technologies Limited ('the Company') for the year ended March 31,2015. We report that:

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification

which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) In our opinion and according to the information and explanations given to us, in view of the nature of activities of the Company, the provisions of Clause (ii) relating to inventory is not applicable to the Company and hence not commented upon.

(iii) According to the information and explanations given to us, 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. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, as represented by the management that some items are of a special nature for which alternative quotations cannot be obtained there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of software products and services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

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

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the products/services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund,

employees' state insurance, income - tax, sales - tax, wealth - tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income - tax, wealth - tax, service tax, sales - tax, customs duty, excise duty, value added tax, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income - tax, sales - tax, wealth - tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Amount Name of the Statute Nature of Dues (Rs. In Period lakhs)

Income Tax Act,1961 Income Tax 15.91 AY 1999-00

Income Tax Act,1961 Income Tax 5.81 AY 2000-01

Income Tax Act,1961 Income Tax 70.57 AY 2001-02

Income Tax Act,1961 Income Tax 185.92 AY 2002-03



Income Tax Act,1961 Income Tax 3.96 AY 2004 -05

Income Tax Act,1961 Income Tax 41.82 AY 2004 -05

Income Tax Act,1961 Income Tax 348.18 AY 2005 -06

Income Tax Act,1961 Income Tax 70.31 AY 2005 -06

Income Tax Act,1961 Income Tax 396.94 AY 2006 -07

Income Tax Act,1961 Income Tax 35.33 AY 2006 -07

Income Tax Act,1961 Income Tax 579.13 AY 2008 -09

Income Tax Act,1961 Income Tax 700.07 AY 2009 -10

Income Tax Act,1961 Income Tax 24.35 AY 2009 -10& AY 2010-11

Income Tax Act,1961 Income Tax 715.29 AY 2010-11

KST Act, 1957 KST 275.73 FY 2004-05

Finance Act,1994 Service Tax 2,592.94 FY 2005-06 & FY 2006-07

Finance Act,1994 Service Tax 123.84 FY 2009-10 & FY 2010-11

Finance Act,1994 Service Tax 114.60 FY 2007-08 & FY 2008-09

Canadian Income Income Tax for 480.79 FY 2000-01 to Tax Laws Branches 2007-08

Canadian Income Income Tax for 122.43 FY 2000-01 to Tax Laws Branches 2007- 08

Canadian Income Income Tax for 1.29 FY 2010-11 Tax Laws Branches

Canadian Income Income Tax for 2.04 FY 2011-12 Tax Laws Branches

Total 6,907.25

Name of the Statute Forum where dispute is pending

Income Tax Act,1961 Supreme Court

Income Tax Act,1961 Supreme Court

Income Tax Act,1961 Karnataka High Court

Income Tax Act,1961 Income Tax Appellate Tribunal (ITAT)

Income Tax Act,1961 ITAT

Income Tax Act,1961 Karnataka High Court

Income Tax Act,1961 CIT Appeals

Income Tax Act,1961 ITAT

Income Tax Act,1961 Karnataka High Court

Income Tax Act,1961 ITAT

Income Tax Act,1961 Karnataka High Court

Income Tax Act,1961 CIT Appeals

Income Tax Act,1961 Karnataka High Court

Income Tax Act,1961 ITAT

KST Act, 1957 Karnataka Appellate Tribunal

Finance Act,1994 Customs Excise and Service Tax Appellate Tribunal (CESTAT)

Finance Act,1994 CESTAT

Finance Act,1994 CESTAT

Canadian Income Canadian Revenue Agency Tax Laws

Canadian Income Ministry of Revenue, Ontario Tax Laws

Canadian Income Canadian Revenue Agency Tax Laws

Canadian Income Canadian Revenue Agency Tax Laws

Of the above, Rs. 1,144.76 lakhs has been deposited under protest.

(d) According to the information and explanations 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 thereunder has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the

Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from

bank or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E

per Navin Agrawal Partner Membership No.: 56102

Place : Bengaluru Date : April 23, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Sasken Communication Technologies Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8 / 2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and 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 for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act, read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs;

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

Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of Sasken Communication Technologies Limited (''the Company'') for the year ended March 31, 2014. We report that:

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) In our opinion and according to the information and explanations given to us, in view of the nature of activities of the Company, the provisions of Clause 4(ii) relating to inventory is not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchase of certain fixed assets are of proprietary nature for which 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, for the purchase of fixed assets and for the sale of software products and services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(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) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause

(d) of sub - section (1) of Section 209 of the Act for the software products and services of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income - tax, sales - tax, wealth - tax, service tax, customs duty excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income - tax, wealth - tax, service tax, sales - tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income - tax, sales - tax, wealth - tax, service tax, customs duty excise duty and cess on account of any dispute, are as follows:

Amount Name of the Statute Nature of Dues (Rs In lakhs)

Income Tax Act, 1961 Income taxes 54.03

Income Tax Act, 1961 Income taxes 15.91

Income Tax Act, 1961 Income taxes 17.69

Income Tax Act, 1961 Income taxes 5.81

Income Tax Act, 1961 Income taxes 70.57

Income Tax Act, 1961 Income taxes 185.92

Income Tax Act, 1961 Income taxes 34.94

Income Tax Act, 1961 Income taxes 3.96

Income Tax Act, 1961 Income taxes 41.82

Income Tax Act, 1961 Income taxes 418.49

Income Tax Act, 1961 Income taxes 396.94

Income Tax Act, 1961 Income taxes 35.33

Income Tax Act, 1961 Income taxes 579.13

Income Tax Act, 1961 Income taxes 700.07

Income Tax Act, 1961 Income taxes 24.35

Income Tax Act, 1961 Income taxes 3,130.06

KST Act, 1957 KST 157.01

KST Act, 1957 KST 118.72

Finance Act, 1994 Service Tax 2,592.94

Finance Act, 1994 Service Tax 123.84

Finance Act, 1994 Service Tax 114.60

Canadian Income Tax Laws Income Tax for Branches 533.76

Canadian Income Tax Laws Income Tax for Branches 135.92

Canadian Income Tax Laws Income Tax for Branches 1.44

Canadian Income Tax Laws Income Tax for Branches 2.26

Total 9,495.51

Name of the Statute Period Forum where dispute is pending

Income Tax Act, 1961 AY 1999 - 00 Karnataka High Court

Income Tax Act, 1961 AY 1999 - 00 Supreme Court

Income Tax Act, 1961 AY 2000 - 01 Karnataka High Court

Income Tax Act, 1961 AY 2000 - 01 Supreme Court

Income Tax Act, 1961 AY 2001 - 02 Karnataka High Court

Income Tax Act, 1961 AY 2002 - 03 CIT (Appeals)

Income Tax Act, 1961 AY 2003 - 04 Karnataka High Court

Income Tax Act, 1961 AY 2004 - 05 CIT (Appeals)

Income Tax Act, 1961 AY 2004 - 05 Karnataka High Court

Income Tax Act, 1961 AY 2005 - 06 CIT (Appeals)

Income Tax Act, 1961 AY 2006 - 07 Karnataka High Court

Income Tax Act, 1961 AY 2006 - 07 CIT (Appeals)

Income Tax Act, 1961 AY 2008 - 09 Karnataka High Court

Income Tax Act, 1961 AY 2009 - 10 CIT (Appeals)

Income Tax Act, 1961 AY 2009 - 10 & Karnataka High Court AY 2010 - 11

Income Tax Act, 1961 AY 2010 - 11 Pending appeal with Dispute Resolution Panel

KST Act, 1957 FY 2004 - 05 JCCT (Appeals)

KST Act, 1957 FY 2004 - 05 Karnataka Appellate Tribunal

Finance Act, 1994 FY 2005 - 06& CESTAT FY 2006- 07

Finance Act, 1994 FY 2009 - 10& CESTAT FY 2010 - 11

Canadian Income Tax Laws FY 2007 - 08 & CESTAT FY 2008 - 09

Canadian Income Tax Laws FY 2000 - 01to Canadian Revenue Agency FY 2007 - 08

Canadian Income Tax Laws FY 2000 - 01to Ministry of Revenue, Ontario FY 2007 - 08

Canadian Income Tax Laws FY 2010 - 11 Canadian Revenue Agency

Canadian Income Tax Laws FY 2011 - 12 Canadian Revenue Agency

Of the above, Rs.1,086.90 lakhs has been deposited under protest.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any outstanding debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, 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, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank 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, we report that no funds raised on short - term basis have been used for long - term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E

per Navin Agrawal Partner Membership No.: 56102

Place : Bangalore Date : April 25, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of Sasken Communication Technologies Limited ("the Company") as at March 31, 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.

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

4. Further to our comments in the Annexure referred to 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 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 the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

5. 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:

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

(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 the Cash Flow Statement, of the cash flows for the year ended on that date.

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programmer of verification which, in our opinion, 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) In our opinion and according to the information and explanations given to us, in view of the nature of activities of the Company, the provisions of Clause 4(ii) relating to inventory is not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, as represented by the management that some items are of a special nature for which alternative quotations cannot be obtained there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of software products and services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

(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) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the software products and services of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Statute Nature of Dues Amount (Rs)

Income Tax Act, 1961 Income taxes 54,02,918

Income Tax Act, 1961 Income taxes 6,54,553

Income Tax Act, 1961 Income taxes 17,68,771

Income Tax Act, 1961 Income taxes 2,39,131

Income Tax Act, 1961 Income taxes 70,56,614

Income Tax Act, 1961 Income taxes 1,85,91,921

Income Tax Act, 1961 Income taxes 34,93,798

Income Tax Act, 1961 Income taxes 45,78,380

Income Tax Act, 1961 Income taxes 4,18,48,985

Income Tax Act, 1961 Income taxes 2,53,29,943

Income Tax Act, 1961 Income taxes 5,79,13,076

Income Tax Act, 1961 Income taxes 24,35,034

KST Act, 1957 KST 1,57,01,106

KST Act, 1957 KST 1,18,71,588

Name of the Statute Period Forum where dispute is pending

Income Tax Act,1961 AY 1999-00 Karnataka High Court

Income Tax Act,1961 Pending appeal with Supreme AY 1999-00 Court

Income Tax Act,1961 AY 2000-01 Karnataka High Court

Income Tax Act,1961 Pending appeal with Supreme AY 2000-01 Court Income Tax Act,1961 AY 2001 -02 Karnataka High Court

Income Tax Act,1961 AY 2002-03 CIT (Appeals)

Income Tax Act,1961 AY 2003-04 Karnataka High Court

Income Tax Act,1961 AY 2004-05 CIT (Appeals)

Income Tax Act,1961 AY 2005-06 CIT (Appeals)

Income Tax Act,1961 AY 2006-07 CIT (Appeals)

Income Tax Act,1961 AY 2008-09 CIT (Appeals) Income Tax Act,1961 AY 2009-10 & AY 2010-11 CIT (Appeals)

Income Tax Act,1961 FY 2004-05 JCCT (Appeals)

Income Tax Act,1961 FY 2004-05 JCCT (Appeals)

Name of the Statute Nature of Dues Amount (Rs)

Canadian Income Tax Income Tax for Laws Branches 5,10,76,956

Canadian Income Tax Income Tax for Laws Branches 1,30,08,515

Canadian Income tax Income Tax for Laws Branches 1,37,336

Total 26,11,08,625 Name of the Statute Period Forum where dispute is pending

Canadian Income Tax FY 2000-01 to 2007-08 Canadian Revenue Laws Agency

Canadian Income Tax FY 2000-01 to 2007-08 Ministry of Revenue, Laws Ontario

Canadian Income tax FY 2010-11 Canadian Revenue Laws Agency

Of the above, Rs9,42,04,082 has been deposited under protest.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any outstanding debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, 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, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

(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, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

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

(xx) The Company has not raised any money through a public issue during the year.

(xxi) We have been informed that certain junior employees had colluded to violate the process of selection for new candidates resulting in hiring of certain unsuitable candidates and a charge to the Profit and Loss Account of Rs55.16 lakhs in terms of salary and other expenses, out of which Rs5.83 lakhs has been recovered subsequently. These employees have since resigned and the matter has been entrusted to the law enforcing agencies for further investigation. Except for the above we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi &Co.

Firm Registration Number: 301003E

Chartered Accountants

per Navin Agrawal

Partner

Membership No.: 56102

Place : Bangalore

Date : April 26, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Sasken Communication Technologies Limited ("the Company") as at March 31, 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.

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. Without qualifying our report, attention is drawn to Note no. 4(a) in Schedule 16 of the financial statements regarding write down of the value of investments amounting to Rs13,058.38 lakhs and adjustment thereof against Business Restructuring Reserve created out of Securities Premium Account in accordance with the Scheme of Arrangement approved by the High Court of Karnataka vide its order dated March 31, 2010, instead of charging off the same to the statement of profit and loss.

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

5. 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 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 the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a 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 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:

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

(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 the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

In our opinion and according to the information and explanations given to us, in view of the nature of activities of the Company, the provisions of Clause 4(ii) relating to inventory is not applicable to the Company.

(a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanations given to us, as represented by the management that some items are of a special nature for which alternative quotations cannot be obtained, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of software products and services. During the year there was no purchase of inventory. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

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

b) None of the transactions made in pursuance of such contracts or arrangements exceed the value of Rupees five lakhs in respect of any one such party in the financial year.

The Company has not accepted any deposits from the public.

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

To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the software products and services of the Company.

(a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth- tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities. Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty excise duty and cess on account of any dispute, are as follows:

Forum where dispute

Name of the Statute Nature of Dues Amount (Rs) Period is pending

Income Tax Act, 1961 Income taxes 9,22,850 AY 1992-93 Karnataka High Court

Income Tax Act, 1961 Income taxes 60,57,471 AY 1999-00 Karnataka High Court

Income Tax Act, 1961 Income taxes 20,07,902 AY 2000-01 Karnataka High Court

Income Tax Act, 1961 Income taxes 70,56,614 AY 2001-02 Karnataka High Court

Income Tax Act, 1961 Income taxes 1,85,91,921 AY 2002-03 CIT (Appeals)

Income Tax Act, 1961 Income taxes 5,65,515 AY 2003-04 ITAT

Income Tax Act, 1961 Income taxes 34,93,798 AY 2003-04 Karnataka High Court

Income Tax Act, 1961 Income taxes 45,78,380 AY 2004-05 CIT (Appeals)

Income Tax Act, 1961 Income taxes 4,18,48,985 AY 2005-06 CIT (Appeals)

Income Tax Act, 1961 Income taxes 2,53,29,943 AY 2006-07 CIT (Appeals)

Income Tax Act, 1961 Income taxes 5,79,13,076 AY 2008-09 CIT (Appeals)

Income Tax Act, 1961 Income taxes 10,050 AY 2008-09 Pending appeal

Income Tax Act, 1961 Income taxes 24,35,034 AY 2009-10 & AY 2010-11 CIT (Appeals)

KST Act, 1957 KST 45,07,973 FY 2002-03 JCCT (Appeals)

KVAT Act, 2003 KVAT 36,19,006 FY 2003-04 STAT, Karnataka



Forum where dispute

Name of the Statute Nature of Dues Amount (Rs) Period is pending

CST Act, 1956 CST 2,24,988 FY 2003-04 STAT, Karnataka

KST Act, 1957 KST 1,57,01,106 FY 2004-05 JCCT (Appeals)

KST Act, 1957 KST 1,18,71,588 FY 2004-05 JCCT (Appeals)

KVAT Act, 2003 KVAT 1,77,06,763 FY 2005-06 STAT, Karnataka

CST Act, 1956 CST 84,41,022 FY 2005-06 STAT, Karnataka

KVAT Act, 2003 KVAT 2,06,08,999 FY 2006-07 STAT, Karnataka

CST Act, 1956 CST 1,25,47,166 FY 2006-07 STAT, Karnataka

KVAT Act, 2003 KVAT 3,24,49,018 FY 2007-08 High Court

CST Act, 1956 CST 30,87,244 FY 2007-08 High Court

KVAT Act, 2003 KVAT 5,51,01,166 FY 2008-09 High Court

CST Act, 1956 CST 22,14,793 FY 2008-09 High Court

KVAT Act, 2003 KVAT 4,40,90,543 FY 2009-10 High Court

CST Act, 1956 CST 13,85,838 FY 2009-10 High Court

Canadian Income Tax Laws Income Tax for 4,51,84,311 FY 2000-01 to 2007-08 Canadian Revenue Branches Agency

Canadian Income Tax Laws Income Tax for 1,15,05,759 FY 2000-01 to 2007-08 Ministry of Revenue, Branches Ontario

Total 46,10,58,822

Of the above, Rs18,78,54,826 has been deposited under protest.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any outstanding debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, 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, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

(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 and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

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

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co.

Firm registration number: 301003E

Chartered Accountants

per Navin Agrawal

Partner

Membership No.: 56102

Place : Bangalore Date : April 27, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sasken Communication Technologies Limited ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year then ended 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 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 (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 the written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Clause (g) of 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 affairs of the Company as at March 31, 2010; (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

Annexure referred to in paragraph 3 of our report of even date Re: Sasken Communication Technologies Limited

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to information and explanations given to us, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) In our opinion and according to the information and explanations given to us, in view of the nature of activities of the Company, the provisions of Clause 4(ii) relating to inventory is not applicable to the Company.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence Clause (iii) (b) (c) and (d) of the Order are not applicable.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence Clause (iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, as represented by the management that some items are of a special nature for which alternative quotations cannot be obtained, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of software products and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under that section. Hence Clause (v)(b) of the Order is not applicable.

(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) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the software products and services of the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

Further, since the Central Governent has till date not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Forum where dispute is Name of the Statute Nature of Dues Amount (Rs.) Period pending Income Tax Act, 1961 Income taxes 922,850 AY 1992-93 Karnataka High Court Income Tax Act, 1961 Income taxes 654,553 AY 1999-00 Supreme Court Income Tax Act, 1961 Income taxes 239,131 AY 2000-01 Supreme Court Income Tax Act, 1961 Income taxes 1,768,771 AY 2000-01 ITAT Income Tax Act, 1961 Income taxes 7,056,614 AY 2001-02 Karnataka High Court Income Tax Act, 1961 Income taxes 18,591,921 AY 2002-03 CIT (Appeals) Income Tax Act, 1961 Income taxes 565,515 AY 2003-04 ITAT Income Tax Act, 1961 Income taxes 3,493,798 AY 2003-04 Karnataka High Court Income Tax Act, 1961 Income taxes 4,578,380 AY 2004-05 CIT (Appeals) Income Tax Act, 1961 Income taxes 41,848,985 AY 2005-06 CIT (Appeals) Income Tax Act, 1961 Income taxes 21,796,720 AY 2006-07 CIT (Appeals) Income Tax Act, 1961 Non-with holding of 17,898,637 AY 2006-07 ITAT income taxes Income Tax Act, 1961 Income taxes 3,533,223 AY 2006-07 CIT (Appeals) KVAT Act, 2003 KVAT 3,619,006 FY 2003-04 STAT, Karnataka CSTAct, 1956 CST 224,988 FY 2003-04 STAT, Karnataka KVAT Act, 2003 KVAT 17,706,763 FY 2005-06 STAT, Karnataka CSTAct, 1956 CST 8,441,022 FY 2005-06 STAT, Karnataka KVAT Act, 2003 KVAT 20,608,999 FY 2006-07 STAT, Karnataka CSTAct, 1956 CST 12,547,166 FY 2006-07 STAT, Karnataka KSTAct, 1957 KST 4,507,973 FY 2002-03 JCCT (Appeals) KSTAct, 1957 KSJ 15,701,106 FY 2004-05 JCCT (Appeals) KSTAct, 1957 KSJ 11,871,588 FY 2004-05 JCCT (Appeals) KVAT Act, 2003 KW 32,449,018 FY 2007-08 JCCT (Appeals) CSTAct, 1956 CST 3,087,244 FY 2007-08 JCCT (Appeals) Canadian Income Tax Laws Income Tax for 43,603,886 FY 2000-01 Canadian to Revenue Agency Branches 2007-08 Canadian Income Tax Laws Income Tax for 10,712,100 FY 2000-01 Ministry of to Revenue, Branches 2007-08 Ontario Total 308,029,957

Note: Of the above, Rs. 157,269,067 has been deposited under protest.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any outstanding debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, 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, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima facie prejudicial to the interest of the Company.

(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 and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

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

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S. R. Batliboi & Co. Firm Registration Number: 301003E Chartered Accountants per Kaustav Ghose Bangalore Partner April 22, 2010 Membership No: 057828




Mar 31, 2003

We have audited the attached Balance Sheet of Sasken Communication Technologies Limited ("the Company"), as at March 31, 2003, the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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 Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

2. 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;

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

4. 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, to the extent applicable;

5. Attention is drawn to Note 4(b) in the Notes to Accounts appearing in Schedule 17 regarding payment of remuneration to a Whole-time Director which exceeds the limits prescribed under Schedule XIII to the Companies Act, 1956 by Rs.2,952,400, which is subject to the approval of the Central Government;

6. On the basis of written representations received from the directors, as on March 31, 2003, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2003, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

7. 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 subject to para 5 above, 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 March 31, 2003;

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

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Company has a policy of verifying fixed assets at reasonable intervals. In terms of the policy, the Company has carried out a physical verification of fixed assets on a select basis during the year. No material discrepancies were noticed when compared to the book records.

2. The fixed assets of the Company have not been revalued during the year.

3. The Company did not hold any stock of finished goods, stores and spare parts and raw materials during the year. In view of the nature of activities of the Company, the provisions of 4(A) (iii), (iv) and (v) of the said Order are not applicable. The valuation of work-in-progress is fair and proper and in accordance with the normally accepted accounting principles, and is on the same basis as in the preceding year.

4. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. As informed to us, there are no companies under the same management as defined under the then applicable section 370(1B) of the Companies Act, 1956.

5. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. As informed to us, there are no companies under the same management as defined under the then applicable section 370(1B) of the Companies Act, 1956.

6. The parties to whom loans or advances in the nature of loans have been given by the Company are generally regular in repaying the principal amounts as stipulated and interest where applicable.

7. In our opinion and according to the information and explanations given to us, having regard to the explanations that some items are of a special nature for which alternative quotations cannot be obtained, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of stores and spare parts, plant and machinery, equipment and other assets, and with regard to sale of software services.

8. As informed to us, there are no transactions for purchase of goods and materials and sale of computer software made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000 or more in respect of each party.

9. As informed to us, the Company has no unserviceable or damaged stores.

10. The Company has not accepted any deposits from the public, within the purview of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

11. The operations of the Company do not generate any scrap or by-products.

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

13. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956, for the products of the Company.

14. The Company has been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities. There are no arrears of such dues at the year end.

15. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty outstanding as at March 31, 2003 for a period of more than six months from the date they became payable.

16. The Company has a policy of authorizing expenditure based on reasonable checks and balances. The policy is intended to ensure that expenses are authorized on the basis of contractual obligations or accepted business practices, having regard to the Companys business needs and exigencies. In terms of these observations, we have not come across any expenses charged to Revenue Account which, in our opinion and judgement and to the best of our knowledge and belief, could be regarded as personal expenses, nor have any such expenses been reported to us.

17. The Company is not a sick industrial company within the meaning of clause (o) of subsection (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

18. In respect of the Companys service activities:

i) We are informed that the Company has no significant requirement of materials or stores for its service activities. In our opinion, the Company has an adequate system for control of the total material consumed and for determination of costs of individual jobs.

ii) The Company has a reasonable system of allocating man-hours utilized to the relative jobs, commensurate with its size and the nature of its business.

iii) The Company has a reasonable system of authorization at proper levels, and an adequate system of internal control, commensurate with its size and the nature of its business, on allocation of labour to jobs.

S.R. Batliboi & Co. Chartered Accountants

per Sunil Bhumralkar a partner Membership No. 35141

Place : Bangalore Date : April 11, 2003

 
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