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Auditor Report of Secure Earth Technologies Ltd.

Mar 31, 2015

We were engaged to audit the accompanying standalone financial statements of Secure Earth Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and the 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 are 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 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating for ensuring 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 financial statements based on conducting our audit in accordance with the Standards on Auditing under Section 143(10) of the Act.

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. Because of the matter described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

The management was not able to produce the necessary bills and vouchers as a result of which accuracy and validity of expenses and income could not be justified.

As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded expenses, Incomes , accounts receivable and accounts payable inthe Profit and Loss and Balance Sheet, and the corresponding elements making up the Statement of Profit and Loss and Cash Flow Statement.

Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, we report that:

a) As described in the Basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether 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 company does not have any Company and hence the question of commenting on the Books of Accounts of Company under Section 143(8) does not arise

d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether 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.

e) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid financial statements comply with the Accounting Standards under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

f) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

g) On the basis of written representations received from the directors as on March 31, 2015, and 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.

h) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph above.

i) With respect to the other matters to be included in the Auditors' 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:

1. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its financial statements

2. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note XX to the financial statements;

3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company Protection Fund by the Company or there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1. In respect of its fixed assets

Due to the possible effects of the matters stated in Disclaimer of opinion we are not able to comment whether the company is maintaining proper register of Fixed Assets and whether the Fixed Assets are inspected by the management at regular intervals

2. The company does not have any inventories and hence question of commenting does not arise.

3. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to state whether the Company has granted any secured/ unsecured loan to Companies, firms or other parties covered in the register maintained u/s 189 of the Act.

4. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to state whether there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services and whether there is a continuing failure or major weakness in the Internal Controls.

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

6. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

7. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to comment whether undisputed statutory dues including Provident Fund, Employees' State Insurance, Income- Tax, Value added Tax, Sales Tax, Service Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. We are unable to state if the Company has any dues on account of Wealth Tax, duty of Customs and duty of Excise.

8. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to state if any undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income- Tax, Value added Tax, Sales Tax, Wealth Tax, Service Tax, Cess, and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

9. We are unable to report on amount transferred to the Investor Education and Protection Fund, as the same will be verified at Head Office.

10. The Company does have accumulated losses as at 31st March 2015 and it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

11. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to commentif Company has defaulted in the repayment of dues to the bank.

12. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to comment whether Company has given guarantee for loans taken by others from bank.

13. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to comment if the company has accepted any Term loans during the year

14. Due to the possible effects of the matters stated in Disclaimer of opinion we are unable to comment, across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management

For R Devarajan & Co.

Chartered Accountants

FRN:- 102415W

S V Subramaniam

Membership No:- 036157

Place of Signature

Date: 31.08.2015


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Secure Earth Technologies Limited (formerly known as Globsyn Infotech Limited), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss and also 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 Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1955 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

The company has not accounted for interest income on bank term deposits on accrual basis, but Intends to account for the same as and when they are received, which is in contravention of Section 209(3)(b) of The Companies Act, 1956. The impact on the financial statements of the non provision for the interest income in respect of the bank term deposits on accrual basis has not been ascertained.

In addition, the company has not made any provision in the books of accounts for the permanent diminution in the value of one of its non current investments, namely, investment in Sigma Soft Pte Ltd., which constitutes a departure from the Accounting Standards referred to in sub section (3C) of Section 211 of The Companies Act, 1956. The impact on the financial statements of the non provision for the permanent diminution in respect of the value of investment in Sigma Soft Pte. Ltd. has also not been ascertained. Further, the Company does not have an operational well defined retirement benefit plan in existence. Consequently, the Company does not provide for liability in respect ot the retirement benefits, viz. leave encashment and terminal benefits, on accrual basis. The Company charges the retirement benefits on cash

INDEPENDENT AUDITORS'' OPINION STAND ALONE BASIS

basis, which also constitutes a departure from the Accounting Standards referred to in sub section (3C) of Section 211 of The Companies Act, 1956. The impact on the financial statements of the non provision for the liability in respect of the retirement benefits has, again, not been ascertained.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, of the loss of the Company 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 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) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

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

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

(REFERRED TO IN REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR INDEPENDENT

OPINION OF EVEN DATE)

1 In respect of its fixed assets:

a The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b The fixed assets have been physically verified by the management at regular intervals and no material discrepancies have been noticed, c In our opinion, the Company has disposed off a substantial part of fixed assets during the year under review. However, the going concern status of the Company is not affected despite the disposal of the same, as referred to in Note 23(a).

2 In respect of its inventories:

a As explained to us, the inventories have been physically verified by the management at reasonable intervals.

b In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business, c The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

3 (a) The Company has not granted any unsecured loan to any party covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, the comments required under sub-clauses (a) to (d) are not applicable.

(b) The company has taken unsecured loans from one company covered in the register maintained u/s 301 of the Companies Act, 1956 and the amounts involved in the transactions are Rs. 7,00,000.

(c) According to the information and explanations given to us, no interest is payable on such loans. In our opinion, the other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(d) There are no repayment schedules for the aforesaid loans taken. The said loans are repayable on demand. The lender has not called back the loans, consequently repayment of the ioans have not become due. Therefore, there is no question of reporting on the regularity of the payment of the principal amount. Since, as per the information and explanations given to us, no interest is payable on such loans, there is also no question of reporting on the regularity of the payment of interest.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods and rendering of services. During the course of our audit, we have not observed any major weakness in internal controls procedure for the same.

5 In respect of transactions covered under section 301 of the Companies Act, 1956

a In our opinion and according to the information and explanations given to us, the particulars of the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b According to the information and explanations given to us, where such transactions are in excess of Rs. 5 lakhs in respect of any party during the financial year under audit, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

6 The Company has not accepted any deposits from the public. Hence the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made thereunder are not applicable to the Company.

7 Although, the Company had no formal system of internal audit, the internal control and procedures followed by the Company, in our opinion, are adequate considering the size of the Company and nature of its business.

8 The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956,

9 in respect of statutory dues:

a According to the records of the Company, undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in a large number of cases. According to the information and explanations given to us, the following amounts were outstanding as at March 31, 2013 for a period of more than six months from the date of becoming payable:-

No. Name of the Statute Nature of the Dues Period to which Amount Due Date Date of amount relates Payment

1 The Provident Fund and Employees'' August, 2012 654 20/09/2012 Still Unpaid Miscellaneous Provisions Act, Contri bution 1952

2 The Employee State Insurance Employer''s June, 2012 316 15/07/2012 Still Unpaid Corporation Act, 1948 Contri bution 316 15/07/2012 Still Unpaid 350 31/07/2012 Still Unpaid

3 The Mahara shtra State Tax on Employees'' June, 2012 768 25/07/2012 Still Unpaid Professions, Trades, Callings Contri bution and Employ ments Act, 1975 350 31/07/2012 Still Unpaid 1.42,579 06/07/2012 Still Unpaid

4 The Mahara shtra Labour Employees'' January, 2012 to 768 25/07/2012 Still Unpaid Welfare Fund Act, 1953 and Employer''s June, 2012 Contri bution

5 The Finance Act, 1994 Service Tax Dues June, 2012 1,42,579 06/07/2012 Still Unpaid

6 The Finance Act, 1994 Service Tax Dues July, 2012 89,122 06/08/2012 Still Unpaid

7 The Income Tax Act, 1961 Tax dedu cted at June, 2012 837 07/07/2012 Still Unpaid Source

8 The Income Tax Act, 1961 Tax dedu cted at August, 2012 18,552 07/09/2012 Still Unpaid

j Source ''

b According to the information and explanations given to us, the following dues of sales tax/income tax/custom duty/wealth tax/excise duty and cess, aggregating to Rs. 10,00,93,460, have not been deposited on account of matters pending before the appropriate authorities, mentioned against

the same:-

No. Name of the Statute Nature of the Dues Forum where Period to Amount dispute is which amount (Rupees) pending relates

The Provident Fund and Employees'' August, 2012 654 20/09/2012

Miscel laneous Provisions Act, Contribution 1952

1 The Income Tax Act, 1961 TDS on salaries Bombay High A.Y. 1997-98 9,94,000 Court and 1998-99

2 The Income Tax Act, 1961 Assessment dues Bombay High A.Y. 1995-96 31/07/2012 Court

1,06,67,000 Employees'' June, 2012 768 25/07/2012 Contribution

3 The Income Tax Act, 1961 Assessment dues Bombay High A.Y. 1997-98 10,37,000 Court

4 The Income Tax Act, 1961 Assessment dues I.T.A.T. A.Y. 1998-99 1,81,05,000

5 The Income Tax Act, 1961 Assessment dues I.T.A.T. A.Y. 2002-03 2,62,22,000

6 The Income Tax Act, 1961 Assessment dues I.T.A.T. A.Y. 2001-02 1,09,41,000

7 The Income Tax Act, 1961 Assessment dues I.T.A.T. A.Y. 2003-04 1,23,27,000

8 The Income Tax Act, 1961 Penalty dues I.T.A.T. A.Y. 2003-04 99,00,000

9 The Income Tax Act, 1961 Assessment dues I.T.A.T. A.Y. 2007-08 31,17,000

10 The Income Tax Act, 1961 Assessment dues CIT (Appeals) A.Y. 2009-10 61,67,000

11 The Income Tax Act, 1961 Assessment dues CIT (Appeals) A.Y. 2010-11 6,16,460

10 The Company has an accumulated loss of Rs. 48,67,874 as at March 31, 2013, but its accumulated losses at the end of the subject financial year are less than fifty percent of its net worth. The Company has incurred cash loss of Rs. 65,17,702, after considering prior year tax effect, for the year covered by our audit, and for the immediately preceding financial year also, the Company had incurred cash losses of Rs. 35,61,000, after considering prior year tax effect.

11 According to records produced to us, the Company has not taken any loans from financial institutions or banks or issued any debentures during the year under review. Hence the question of default in repayment of dues does not arise. Therefore, clause 4(xi) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

12 In our opinion and according to the explanations given to us, no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14 In our opinion, the Company is not dealing in shares, securities, debentures and other investments and hence the question of maintenance of proper records of the transactions and contracts does not arise.

15 The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16 According to the records produced to us, the Company has not obtained any term loans during the year under review. Therefore, clause 4(xvi) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short term basis, prima facie, have not been used during the year for long term investment and vice versa.

18 The Company has made preferential allotment of shares to parties and companies maintained under section 301 of the Companies Act, 1956, however, the price at which shares have been issued is not prejudicial to the interest of the Company.

19 The Company has not issued any debentures during the year and therefore the question of creating any security thereof does not arise.

20 The Company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed by us or reported during the year that causes the financial statements to be materially misstated.

For R. DEVARAJAN & CO.

Chartered Accountants

FRN:- 102415W

S.V. SUBRAMANIAM

Place:- Mumbai Partner

Date:- October 1st 2013 Membership No:- 036157


Mar 31, 2012

We have audited the attached Balance Sheet of Globsyn Infotech Limited as at March 31, 2012, the Profit and Loss Account and also 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.

1 We have conducted our audit in accordance with auditing standards generally accepted in India. These 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.

2 As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of The Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3 Further to our comments in the Annexure referred to in paragraphs 1 and 2 above, we state that:

a We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the puroses 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 and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

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

d In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956, except non- provision for diminution in the value of investment as per AS-13 and accounting of interest income on receipt basis.

e On the basis of 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.

f In our opinion and to the best of our information and according to the explanations given to us, subject to the following comments mentioned in the Significant Accounting Policies para 1.e - relating to non provision for diminution in the value of Investments para 1.j - relating to accounting of interest income on bank term deposits on receipt basis the said accounts together with the other notes thereon, 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, 2012; ii in the case of Profit and Loss account, of the profit for the year ended on that date; and iii in case of Cash Flow Statement, of the cash flows for the year ended on that date.

(Referred to in paragraph 1 of our report of even date)

1 In respect of its fixed assets:

a The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c In our opinion, the Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 The Company does not have any inventory and consequently the clauses 4(ii)(a) to (c) of the Order are not applicable.

3 (a) The company has granted unsecured loan to one company covered in the register maintained under Section 301 of

the Companies Act, 1956. The maximum amount involved during the year was Rs. 21.13 lacs and the year-end balance of loans granted to such party was Rs. NIL lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) The said loan has been repaid during the year under review and the interest thereon fully paid.

(d) There are no overdue amounts in excess of Rs. 1 lakh in respect of loan granted to company, listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) The company has not taken any loans, secured or unsecured to/from companies covered in the register maintained u/s 301 of the Companies Act, 1956. Hence the comments required under sub-clauses (e) to (g) are not applicable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls

5 In respect of transactions covered under section 301 of the Companies Act, 1956:

a In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

7 Although the company had no formal system of internal audit, the internal control and procedures followed by the Company, in our opinion, are adequate considering the size of the company and nature of its business.

8 The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9 In respect of statutory dues:

a According to the records of the Company, undisputed statutory dues including employees' state insurance, provident fund, income tax, sales tax and other applicable statutory dues have been generally regularly deposited with the appropriate authorities.

b According to the information and explanations given to, no undisputed amounts payable in respect of income tax, sales tax, service tax were in arrears, as at March 31, 2012 for a period of more than six months from the date of becoming payable.

c Disputed statutory dues aggregating to Rs. 994.77 lakhs, that have not been deposited on accounts of matters pending before appropriate authorities are as under :



SI Name of the statute Nature of Forum where No the dues dispute is pending

1 Income Tax Act, 1961 TDS on salaries HighCourt

2 Income Tax Act, 1961 Assessment dues HighCourt

3 Income Tax Act, 1961 Assessment dues HighCourt

4 Income Tax Act, 1961 Assessment dues ITAT

5 Income Tax Act, 1961 Assessment dues ITAT

6 Income Tax Act, 1961 Assessment dues ITAT

7 Income Tax Act, 1961 Assessment dues ITAT

8 Income Tax Act, 1961 Penalty dues ITAT

9 Income Tax Act, 1961 Assessment dues ITAT

10 Income Tax Act, 1961 Assessment dues ITAT



Name of the statute Period to which Amount amount relates (Rs.in lakhs)

Income Tax Act, 1961 AY 1997-98 and 1998-99 9.94

Income Tax Act, 1961 AY 1995-96 106.67

Income Tax Act, 1961 AY 1997-98 10.37

Income Tax Act, 1961 AY 1998-99 181.05

Income Tax Act, 1961 AY 2002-03 262.22

Income Tax Act, 1961 AY 2001-02 109.41

Income Tax Act, 1961 AY 2003-04 123.27

Income Tax Act, 1961 AY 2003-04 99.00

Income Tax Act, 1961 AY 2007-08 31.17

Income Tax Act, 1961 AY 2009-10 61.67



10 The Company has no accumulated loss as at March 31, 2012. The Company has incurred cash loss of Rs 35.61 lacs, after considering prior year tax for the year covered by our audit, but not for the immediately preceding financial year.

11 According to records produces to us, the Company has not taken any loans from Banks on issued any debentures during the year under review. Therefore Clause 4(xi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

12 In our opinion and according to the explanations given to us, no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14 In our opinion, the Company is not dealing in shares, securities, debentures and other investments and hence the question of maintenance of proper records of the transactions and contracts does not arise.

15 The Company has not given guarantees for loans taken by others from banks or financial institutions.

16 According to the records of the Company, the Company has not obtained any term loans during the year under review. Therefore, clause 4(xvi) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis, prima facie not been used during the year for long term investment and vice versa.

18 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures during the year and hence the question of creating any security thereof does not arise.

20 The Company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed by us or reported during the year that causes the financial statements to be materially misstated.



For R DEVARAJAN & CO

Chartered Accountants

FRN:102415W

S V SUBRAMANIAM

Place: Mumbai Partner

Dated: 25th May, 2012 M.No.: 036157


Mar 31, 2010

We have audited the attached Balance Sheet of GLOBSYN INFOTECH LIMITED as at March 31, 2010, the Profit and Loss Account and also 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.

1 We have conducted our audit in accordance with auditing standards generally accepted in I ndia. These 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.

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

3 Further to our comments in the Annexure referred to in paragraphs 1 and 2 above, we state 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 and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

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

d In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956, except non-provision for diminution in the value of investment as per AS-13.

e On the basis of 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, subject to para 1.3(v) and para 1.4 of Notes to Accounts, relating to non provision of depreciation on software design and non provision for diminution in the value of Investments respectively,.the said accounts together with the other notes thereon, 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 Profit and Loss account, of the profit for the year ended on that date; and

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

(Referred to in paragraph 1 of our report of even date)

1 In respect of its fixed assets:

a The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information. b As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size if the Company and nature of its assets. No material discrepancies were noticed on such physical verification. c In our opinion, the Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 The Company does not have any inventory and consequently the clauses 4(ii)(a) to (c) of the Order are not applicable.

3 (a)The company has neither granted nor taken any loans secured or unsecured to/from companies covered in the register maintained u/s 301 of the Companies Act, 1956. Hence the comments required under sub-clauses (b) to (g) are not applicable.

4 In our opinion and according to the information and explanations given to us. there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls

5 In respect of transactions covered under section 301 ofthe Companies Act, 1956:

a In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered. b In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000 or more in respect of any party.

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

7 In our opinion, the internal audit system ofthe Company is commensurate with its size and nature of its business

8 The Central Government has not prescribed maintenance of Cost records under section 209(1) (d) of the Companies Act, 1956.

9 In respect of statutory dues:

a According to the records of the Company, undisputed statutory dues including employees state insurance, provident fund, income tax, sales tax and other applicable statutory dues have been generally regularly deposited with the appropriate authorities except undisputed amounts payable in respect of (i) Income tax TDS Rs 0.12 lakhs, (iii) Sales tax Rs 13.41 lakhs were outstanding as at March 31,2010 for a period of more than six months from the date of becoming payable.

b Disputed statutory dues aggregating to Rs. 876.88 lakhs, that have not been deposited on accounts of matters pending before appropriate authorities are as under:

SI No Name of the statute Nature of the dues Forum where Period to which Amount (Rs in lakhs) dispute is pending amount relates

1 Income Tax Act, 1961 TDS on salaries High Court AY 1997 -98 and 1998-99 9.94

2 Income Tax Act, 1961 Assessment dues High Court AY 1995 -96 106.67

3 Income Tax Act, 1961 Assessment dues High Court AY 1997 -98 10.37

4 Income Tax Act, 1961 Assessment dues ITAT AY 1998 -99 181.05

5 Income Tax Act, 1961 Assessment dues ITAT AY 2002 -02 262.22

6 Income Tax Act, 1961 Assessment dues ITAT AY2001 -02 109.41

7 Income Tax Act, 1961 Assessment dues ITAT AY 2003 -04 123.27

8 Income Tax Act, 1961 Assessment dues ITAT AY 2004 -05 42.75

9 Income Tax Act, 1961 Assessment dues CIT(A) AY 2007 -08 31.17



10 The Company has no accumulated loss as at March 31, 2010. The Company has not incurred cash loss for the year covered by our audit and in the immediately preceding financial year.

11 Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks. There are no debenture holders.

12 In our opinion and according to the explanations given to us, no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14 In our opinion, the Company is not dealing in shares, securities, debentures and other investments and hence the question of maintenance of proper records of the transactions and contracts does not arise.

15 The Company has not given guarantees for loans taken by others from banks or financial institutions.

16 According to the records of the Company, the Company has not obtained any term loans during the Year under review. Therefore, clause 4(xvi) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis, prima facie not been used during the year for long term investment and vice versa.

18 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures during the year and hence the question of creating any security thereof does notarise.

20 The Company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed by us or reported during the year that causes the financial statements to be materially misstated.

For R DEVARAJAN & CO

Chartered Accountants

FRN: 102415W

S V SUBRAMANIAM

Place : Mumbai Partner

Dated : 28,th May,2010 M.No.:036157

 
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