Auditor Report of Sofcom Systems Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sofcom System Limited which comprise the Balance Sheet as at March 31st, 2015, 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 Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 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 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 financial statements based on our audit. We have taken into account the provisions of the Act and the rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and the applicable authoritative pronouuncement 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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 Act in the manner so required , give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2015;

(b) in the case of Statement of Profit and Loss, of the Profit for the year ended 31st March, 2015, and;

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended 31st March, 2015.

AUDITOR'S REPORT CONTD..

Report on other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure- 'A' statement on the matters specified in 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 purposes of our audit;

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

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

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

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(1) the Company does not have any pending litigations which would impact its financial position.

(ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph 1 of our report of even date)

To The Members of Sofcom Systems Limited Jaipur

(i) In respect of its fixed assets:

a) In our opinion and according to the information and explanation give to us, proper records of fixed assets showing full particulars including quantitative details and location of fixed assets are being maintained by the company.

b) All the fixed assets have not been physically verified by the management during the year but there is regular program of verification of fixed assets, 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.

(ii) In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of the Company are reasonable and adequate having regard to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on such verification between physical stocks and book records were not material and have been properly dealt with in the books of accounts.

iii. The company has not granted any loans, secured or unsecured, to any companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

v. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit in contravention of section 73 to section 76 or any other relevant provision of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or tribunal.

vi. The Central Government has not prescribed maintenance of cost records u/s. 148(1) of the Companies Act, 2013 for the product of the company.

vii. a. The Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, service tax, excise duty, cess and other material statutory dues with appropriate authorities, wherever applicable to it and there are no arrear at the end of the year.

b. As per records of the Company and in accordance with the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder within time.

ANNEXURE TO THE AUDITORS' REPORT CONTD..

viii. The Company has accumulated losses at the end of the financial year which is not more than 50% of its Net worth. The Company has not incurred any cash loss in the current financial year or in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks . The Company has not taken any loans from financial institutions and debenture holders.

x. According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xi. To the best of our knowledge and belief and according to the information and explanation given to us the loan taken during the year has been applied for the purpose for which it was raised .

xii. In our opinion, on the basis of audit conducted by us and in accordance with the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R.MOHNOT & CO. FIRM REGISTRATION NO.: 001654C CHARTERED ACCOUNTANTS

Jaipur (NARENDER MITTAL) PARTNER May 30, 2015 M. No : 72715

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Mar 31, 2014

We have audited the accompanying financial statements of SOFCOM SYSTEMS LIMITED which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. 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. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

Report on other Legal and Regulatory Requirements

(i) in the case of balance sheet, of the state of affairs of the company as at 31st March, 2014, and

(ii) in the case of statement of profit and loss, of the Profit for the year ended 31st March, 2014.

(iii) In the case of Cash Flow Statement of the cash flows for the year ended on 31st March, 2014.

REPORT ON OTHER LEGAL & REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we enclose in the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said 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 maintained by the company, so far as appears from our examination of those books ;

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

(e) on the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014,being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT

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

To The Members of Sofcom Systems Limited Jaipur

i. a) As informed by the management, the company has maintained proper records of fixed assets showing full particulars including quantitative details and location of fixed assets.

ii. a) As explained to us, the fixed assets have been physically verified by the management during the year at regular intervals, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were notice on such physical verification.

b) The company has not disposed of any fixed assets during the year. Accordingly, the going concern status of the company, on account of disposal of fixed assets, is not affected.

iii. The company does not have any inventories.

iv. According to the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

iv. In our opinion and according to the information and explanation give to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory , fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

v. a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to entered into 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, the 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 lac 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.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit in contravention of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii. In view of no major business activity, no internal audit was done during the year.

viii. The Central Government has not prescribed maintenance of cost records u/s. 209(1)(d) of the Companies Act, 1956 for the product of the company.

ix. a. The company is regular in depositing 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 statutory dues with appropriate authorities, wherever applicable to it.

b. According to the information and explanations given to us, as at 31st March, 2014, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears for a period exceeding six months from the date they became payable.

c. As per records of the company and in accordance with the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x. The accumulated losses of the company are not more than 50% of the Net Worth of the company at the end of this financial year. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not taken any loan from the Banks, Financial Institutions and Debenture Holders.

xii. The company has not granted any loans and/or 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 are not applicable to the company.

xiv. In our opinion and according to the information and explanations given to us, the company has maintained proper records of transactions and contracts on respect of investments made by it and timely entries have been made therein. The investments are held by the company in its own name.

xv. According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. In our opinion, the company has not taken any term loan during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investments.

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

xix. During the year, the company has not issued any debentures.

xx. During the year, the company has not raised any money by way of public issue.

xxi. In our opinion, on the basis of audit conducted by us and in accordance with the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Place: Jaipur Date: May 28, 2014 For R.MOHNOT & CO. FIRM REGISTRATION NO.: 001654C CHARTERED ACCOUNTANTS

(NARENDER MITTAL) PARTNER M.No:72715

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Mar 31, 2013

We have audited the accompanying financial statements of SOFCOM SYSTEMS LIMITED which comprise the Balance Sheet as at March 31st 2013, and the Statement of Profit and Loss for the year and cash flow statement for the year then ended, and a summary of significant accounting oolicies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub -section (3C) of section 211 of the Companies Act, 1956. 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.

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 reasonab!e 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 ;udgment. 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. 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.

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of balance sheet, of the state of affairs of the company as at 31st March, 2013, and

(ii) in the case of statement of profit and loss, of the Profit for the year ended 31st March, 2013.

(iii) In the case of Cash Flow Statement of the cash flows for the year ended on 31st March, 2011

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

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

(a) we have obtained all the information and explanotions 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 maintained by the company, so far as appears from our examination of those books;

(c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books ofaccount;

(d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act,

(e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause g) of sub -section (1) of section 274 of the Companies Act, 1956.

(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.

ANNEXURE TO THE AUDITOR''S REPORT

i. a) As informed by the management, the Company has maintained proper records of fixed assets snowing full particulars including quantitative details and location of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year at regular intervals, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were notice on such physical verification.

c) The company has not disposed of any fixed assets during the year. Accordingly, the going concern status of the company, on account of disposal of fixed assets, is not affected.

ii. The company does not have any inventories.

iii. a. The company has granted interest free unsecured loan, to one party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.6,00,000/- and the year end bolance of such loans was Rs. NIL/-. As the loans are interest free and no repayment terms are stipulated, sub cause (b),(c) and (d) are not applicable.

b. The Company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. In view of it. sub -clauses (e) to (g) are not applicable.

iv. In our opinion and according to the information and explanation give to us, there are adequate interna control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in infernal controls.

v. According to the information and explanations given to us. we are of the opinion that company has not entered into any transactions that are needed to be entered in the register rnaintoined under Section 301 of the Companies Act. 1956. Accordingly, sub -clause (o) is not applicable.

vi. In our opinion and according lo the information and explanations given to us, the ccmpony nes not accepted any deposit in contravention of section 58A and 58AA ond any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii. In view of no major business activity, no internal audit was done during the year.

viii. The Central Government has not prescribed maintenance of cost records u/s. 209(1)(d) of the Companies Act, 1956 for the product of the company.

ix. a. The company is regular in depositing undisputed statutory dues including provident fund, :nvestor education and Protection Fund, employees'' slate insurance, income tax, sales tax, wealth lux, service tax, custom duty. excise duly cess and other statutory dues with appropriate authorities, wherever applicable to it.

b. According to the information and explanations given to us. as at 31st March, 2013, no undisputed amounts payable in respect of income tax, wealth tax, service fax, sales fox. custom duly, excise duty and cess were in arrears for a period exceeding six months from the date they became payable.

c. As per records of the Company and in occordunce with the information and explanation given to us. _. there ore no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which hove not been deposited on account of any dispute.

FOR R.MOHNOT & CO. FIRM REGISTRATION NO.: 001654C CHARTERED ACCOUNTANTS

Jaipur (Narendra Mittal) August 2, 2013 PARTNER M.No.72715

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Mar 31, 2012

Audited the attached Balance Sheet of SOFCOM SYSTEMS LIMITED as at 31st March, 2012 and also the I of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto . These tatements are the responsibility of the Company's management. Our responsibility is to express an'opinion noncial statements based on our audit.

rcted our audit in accordance with auditing standards generally accepted in India. Those Standards of we plan and perform the audit to obtain reasonable assurance about whether the financial statements material mis-stotemenl. An audit includes examining, on a lest basis, evidence supporting the amounts sures in the financial statements. An audit also includes assessing the accounting principles used and estimates made by management, os well as evaluating the overall financial statement presentation. We our audit provides-a reasonable basis for our opinion.

jircd by the Companies (Auditors' Report] Order, 2003 issued by the Central .Government in terms of sub . (4A) of section 227 of the Companies Act, 1956. we enclose in the annexure a statement on the matters 2d therein.

to our comments in the annexure (1) referred to above, we report that:

have obtained all the information and explanations which to the best of our knowledge and belief, re necessary for the purpose of our audit;

our opinion, proper books of account os required by the law hove been kept by the company so far as pears from our examination of those books;

Balance Sheet, the Statement ot Profit & Loss and Cash Flow Statement dealt with by this report are in element with the books of account;

our opinion, the Balance Sheet and Statement of Profit & Loss dealt with by this report comply with ounting Standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956;

the basis of written representations received from the directors ond taken on record by the board of tors, we report that os on 31 st March, 2012. none of the director is disqualified from being appointed os ector in terms of clause (g) of sub-section (1) of section 274 of Ihe Companies Act. 1956:

for opinion and to the best of our information and according to the explanations given to us, the said Dunls read together with accounting policies and the notes thereon give the information required by Companies Act. 1956 in the manner so required and give a true and fair view in conformity with the sunting principles generally accepted in India :

in the case of Balance Sheet, of the stale of affairs of the company as al 31 st March, 2012. and i the case of Statement of Profit and Loss. of the Loss tor the year ended on 31 st March, 2012. p the case of Cosh Flow Statemenl of the cash flows for the year ended on 31 st March. 2012.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph 3 of our report of even date)

To The Members of SofcoWi Systems Limited Jaipur

i. a) As informed by the management, the company has maintained proper records of fixed assets showing full particulars including quantitative details and location of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year at regular intervals, which in our opinion Is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were notice on such physical verification.

c) The company has not disposed of any fixed assets during the year. Accordingly, the going- concern status of the company, on account of disposal of fixed assets, is not affected.

ii. The company docs not have any inventories.

iii. a. The company has granted interest free unsecured loons, lo two party listed in the register maintained under section 301 of the Companies Act. 1956. The maximum amount involved during the year was i Rs.50.35.250/- and the year end balance of such loans was Rs. 6,00,000/-. As the loons ore interest free and no repayment terms arc stipulated, sub clause (b),(c) and (d) ore not applicable.

b. The Company has not token any loon, secured or unsecured, from companies, firms or other parties i listed in the register maintained under section 301 of the Companies Act. 1956. In view of it, sub-clouses (e) lo (g) are not applicable.

iv. In out opinion and according to the intormofion and explanation give lo us, there ore adequate internal control procedures commensurate with the size ot the company and nature of its business with regard to purchase of inventory . fixed assets and for the sale of goods and services. During the course of our audit we hove not observed any continuing failure to correct major weaknesses in interna! controls.

v. According to the information and explanations given to us, we are of the opinion that company has not entered into any transactions that are needed to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clause (b) is not applicable.

vi. In our opinion and according to the information and explanations given lo us. the company has not accepted any deposit in contravention of section 58A and 58AA and any other relevant provisions ot the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii. In view of no major business activity, no infernal audit was done during the year.

viii. The Central Government has not prescribed maintenance of cos! records u/s. 209(1 )(d) of the Companies Act, 1956 for the producf of the company.

ix. a. The company is generally regular in depositing undisputed statutory dues including provident fund. Investor education and Protection Fund, employees' stale insurance, income tax. sales lax, wealth lax, 1 service lax. custom duty, excise duty cess and other statutory dues with appropriate authorities, wherever applicable lo it.

b. According to the information and explanations given lo us. as ot 31 si March. 2012, no undisputed amounts payable in respect of income tax, wealth fax. service lax, sales tax. custom duty, excise duly and cess were in arrears for a period exceeding six months from Hie dale they became payable.

c. As per records of the company and In accordance with the information and explanation given lo us, there arc no dues of sales lax. income tax, custom duty, wealth lax. service tax. excise duly and cess which hove not been deposited on account of any dispute.

x. The accumulated losses ol the company are not more than 50% of the Net Worth of the company at the end of tills financial year. The company has not incurred cash losses in the current financial year . and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not taken any loan from the Banks. Financial Institutions and Debenture Holders.

xii. The company has not granted any loans and/or advances on the basis of security by way of pledge of shores, debentures and other securities.

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

xiv. In our opinion and according to the information and explanations given to us. the company has maintained proper records of transactions and contracts on respect of investments mode by it and timely entries have been made therein. The investments are held by Ihe company in its own name.

xv. According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. In our opinion, the company has not taken any term loan during the year.

xvii. According to the information and explanations given to us and on an overall examination of the-balance Sheet of Ihe company, we report that the no funds raised on short-term basis have been used for long-term investments.

xviii. During the year, the company has not made any preferential allotment of shares to the parlies and companies covered in the register maintained under section 301 ot the Companies Acl. 1956.

xix. During the year. Ihe company has not Issued apy debentures.

xx. During the year. Ihe company has not raised any money by v/oy ol public issue.

xxi. In our opinion, on the basis of audit conducted by us and in accordance with Ihe information and explanations given to us. no fraud on or by the company has been noticed or reported during Ihe course of our audit.

For R.MOHNOT & CO. FIRM REGISTRATION NO.: 001654C CHARTERED ACCOUNTANTS

Jaipur August 14. 2012 ( NARENTIER MATIL) PARTNER M. No : 72715

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Mar 31, 2011

We have audited the attached Balance Sheet of SOFCOM SYSTEMS LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cosh Flow Statement for the year ended on that date annexed thereto . These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing Ihe 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 OW opinion.

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the c.!nnexure a statement on the matters specified therein.

2. Further to our comments in the annexure (1) referred to above, we report that:

i) 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:

(ii) In our opinion, proper books of account as required by the law have been kept by the company so far as appears from our examination of those books:

(iii) The Balance Sheet, the Profit & Loss Account and Cash Row Statement dealt with by this report are in agreement with the books of account:

(iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with Accounting Standards referred to in sub -section (3C) of section 211 of the Companies Act, 1956:

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

(vi) In our opinion and to the best of our Information and according to the explanations given to us, the said accounts read together with accounting policies and the 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 : a. In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011, and

b. In the case of Profit and Loss account, of the Loss for the year ended on 31st March, 2011.

c. In the case of Cash How Statement of the cash flows far the year ended on 31st March. 2011.

ANNEXURE TO THE AUDITOR''S REPORT

i. AS informed by the management. the company has mointained proper records of fixed assets showing full particulars including quantitative details end location of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year at regular intervals. which in our opinion is reasonable, having regard to the size Of the company and nature of its assets. No material discrepancies were notice on such physical verification.

c) The company has not disposed of any fixed assets during the year. Accordingly, the going concern status of the company, on account of disposal of fixed assets, is not affected.

ii The company does not hove any inventories.

iii a. the company has granted interest -free unsecured loan, repayable on demand. to One party covered in the register maintained under section 30 lot the Companies Act, 1956. The maximum amount involved during the Year was R5.45.92.253/- and the year end balance was Rs. 44,35,250/e As the loan Is granted interest tree and repayable on demand, sub -clause (b),(c) and (d) are not applicable.

b. the company has taken interest -tree unsecured loan, repayable on demand, from One party covered in the register maintained under section 301o1 the Companiei Act, 1956. the maximum amount involved during the year was Rs.14,71.203/- and the year end balance was Rs.86203/.. As the loan taken is interest free and repayable oredemsend, sub -clause (f) and (g) are not applicable.

iv. In our opinion and according to the information and explanation give to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchose of inventory, fixed assets and tor the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

v. According to the information and explanations given to us, we are of the opinion that company has not entered into any transactions that ore needed to be entered in the moister maintained under Section 301 of the Companies Act, 1956. Accordingly, sub -clause (b) iS not applicable.

Vi. In our opinion and according to the information and explanations given to v5, the company has not accepted any deposit in contravention of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance at Deposits) Rules, 1975.

Vii. In view of no mejor business activity, no internal audit was done during the year.

viii. the Central Government tics not prescribed maintenance of cost records u/s. 2090)(d) of the Companies Act, 1956 tor the product of the company.

Ix. a. The company is generally regular in depositing undisputed statutory dues including provident fund, Investor education and Protection fundemployees° slate insurance, income lox, sales lox, wealth laY s, service fax, custom duly, excise duty cess and other statutory dues with appropriate authorities, wherever applicable to it.

b. According to the information and explanations given to us, as at 31st March, 2011, no undisputed amounts payable in respect of income lax, wealth fox, service lax, sates tax, custom duty, excise duty and cess Were in arrears fOr a period exceeding six months from the dale they become payable.

C. As per records of the company arid In accordance with the information and explanation given to us, there are no dues of sales tox, income tax, custom duty, wealth tax. service tax, excise duty and cess not been deposited on account of any dispute.

x. The accumulated losses of the company are not mote than 50% of the Net Worth of the company at the end of this financial year. The company has not incurred cash losses in the current financial year , and in the immediately preceding financial year.

xi. In our opinion and accordina to the information and explanations given to us. the company has not taken any loan from the Banks. There is no dues towards Financial Institutions and Debenture Holders.

xii. The company has not granted any loans and/or advances on the basis of security by way of pledge of shores, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhl/mulual benefit fund/society. Therefore, the provisions of clause 21(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion and according to Information and explanation given to us, the Company is no! dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv. According to the information and explanation given lo us, Inc company has not given guarantees for loans token by others frorn banks or financial institutions.

xvi. In our opinion, the company has not taken any term loon during the year.

xvii. According to the information and explanations given to us and on an. overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investments.

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

xix. During the year, the company has not issued any debentures.

xx. During the year, the company has not raised any money by way of public issue.

xxi. In our opinion, on the basis of audit conducted by us and in accordance with the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of ovr audit.

FOR R.MOHNOT & CO. FIRM REGISTRATION NO.: 001654C CHARTERED ACCOUNTANTS

Jaipur (Narendra Mittal) August 5th 2011 PARTNER M.No.72715