Auditor Report of Sparc Electrex Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SPARC SYSTEMS LTD ("the Company"), which comprises the balance sheet as at March 31, 2014, the statement of profit and loss of the Company for year then ended, the cash flow statement of the Company for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 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, 2014;

(i) in the case of the statement of profit and loss account, of the loss for the year ended on that date; and

(ii) 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. ; and

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

Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2014 of Sparc Systems Limited

i. a. As explained to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the assets have been physically verified by the Management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

ii. a. As explained to us, the inventories held by the Company were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure 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. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

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

Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the order are not applicable.

b. The Company has taken unsecured loan from two parties for Rs. 1,00,000/- covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 11,05,000/- and the year end balance of loan taken from such parties was Rs. 11,05,000/-.

c. In our opinion and according to the information and explanation given to us such loan is interest free and other terms and conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

d. The Company is regular in repaying the principal amounts as stipulated.

iv. 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 with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. In our opinion and according to the information and explanations given to us, there are no contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register required to be maintained under that section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act,1956 and the rules framed thereunder are applicable.

vii. The Company has adequate internal check and audit procedures implemented in the Course of the day-to- day functioning. However, no internal audit as such has been conducted.

viii. The Company is not covered under section 209(1)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

ix. a. According to the information and explanation given to us, no undisputed amounts payable in respect of

income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2014 for a period of more than six months from the date they became payable except Service tax Rs. 1,45,303/- and interest thereon and VAT of Rs. 49,920/-.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2014 for a period of more then six months from the date they became payable.

x. The Company has accumulated losses at the end of the financial year, however it does not exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to financial institutions or banks. Therefore the said clause is not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

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

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised term loans during the year under audit.

xvii. According to the information and explanations given to the Company has not raised any funds on short-term basis.

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

xix. The Company had not issued any debentures during the year.

xx. The Company has not raised any money from a public issue during the year.

xxi. On the basis of the audit procedure carried out by us and information and explanations given by the Management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For R Soni & Co. Chartered Accountants FRN 130349W

Rajesh Soni Partner M No 133240 Mumbai, May 30, 2014

---

Mar 31, 2013

We have audited the accompanying financial statements of SPARC SYSTEMS LTD ("the Company"), which comprises the balance sheet as at March 31, 2013, the statement of profit and loss of the Company for year then ended, the cash flow statement of the Company for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

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 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, 2013;

(i) in the case of the statement of profit and loss account, of the loss for the year ended on that date; and

(ii) 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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.

Annexure to Auditors'' Report

Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2013 of Sparc Systems Limited

i. a. As explained to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the assets have been physically verified by the Management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

ii. a. As explained to us, the inventories held by the Company were physically verified during the year by the

Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure 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. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured , to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the order are not applicable.

b. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 10,05,000/- and the year end balance of loan taken from such party was Rs. 10,05,000/-.

c. In our opinion and according to the information and explanation given to us such loan is interest free and other terms and conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

d. The Company is regular in repaying the principal amounts as stipulated.

iv. 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 with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. In our opinion and according to the information and explanations given to us, there are no contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register required to be maintained under that section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act,1956 and the rules framed thereunder are applicable.

vii. The Company has adequate internal check and audit procedures implemented in the Course of the day–to– day functioning. However, no internal audit as such has been conducted.

viii. The Company is not covered under section 209(1)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

ix. a. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2013 for a period of more than six months from the date they became payable except Service tax Rs. 2,90,611/- and interest thereon.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2013 for a period of more then six months from the date they became payable.

x. The Company has accumulated losses at the end of the financial year March 31,2013, however it does not exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to Maharashtra State Financial Corp. [MSFC] term loan amounting Rs. 16,38,000/- & interest of Rs. 26,07,972/-. However the Company has entered into one-time-settlement and there are no outstanding dues to MSFC as on March 31, 2013.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

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

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised term loans during the year under audit.

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 investment.

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

xix. The Company had not issued any debentures, during the year.

xx. The Company has not raised any money from a public issue, during the year.

xxi. On the basis of the audit procedure carried out by us and information and explanations given by the Management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.



For R Soni & Co.

Chartered Accountants

FRN 130349W

Rajesh Soni

Partner

M No 133240

Mumbai, May 30, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Sparc Systems Limited as at March 31, 2012, the Statement of Profit & Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the companies (Auditor’s Report) Order, 2003, as amended by companies (Auditor’s Report) (Amendment) Order, 2004 (together the “Order") issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we give in the Annexure, a statement on the matter specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure 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, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors 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 term 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, subject to Note No. 4 in respect of interest payable to MSFC, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- a. In the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2012;

b. In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

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

Annexure to Auditors' Report

Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2012 of Sparc Systems Limited

i. a. As explained to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the assets have been physically verified by the Management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

ii. a. As explained to us, the inventories held by the Company were physically verified during the year by the

Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure 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. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured , to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the order are not applicable.

b. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 10,05,000/- and the year end balance of loan taken from such party was Rs. 10,05,000/-.

c. In our opinion and according to the information and explanation given to us such loan is interest free and other terms and conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

d. The Company is regular in repaying the principal amounts as stipulated.

iv. 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 with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. In our opinion and according to the information and explanations given to us, there are no contracts or

arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register required to be maintained under that section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act,1956 and the rules framed thereunder are applicable.

vii. The Company has adequate internal check and audit procedures implemented in the Course of the day–to– day functioning. However, no internal audit as such has been conducted.

viii. The Company is not covered under section 209(1)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

ix. a. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2012 for a period of more than six months from the date they became payable except Service tax Rs. 2,90,611/- and interest thereon.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2012 for a period of more then six months from the date they became payable.

x. The Company has accumulated losses at the end of the financial year March 31,2012, however it does not

exceed fifty percent of its net worth. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to Maharashtra State Financial Corp. [MSFC] term loan amounting Rs. 16,38,000/- & interest of Rs. 26,07,972/-.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

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

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised term loans during the year under audit.

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 investment.

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

xix. The Company had not issued any debentures, during the year.

xx. The Company has not raised any money from a public issue, during the year.

xxi. On the basis of the audit procedure carried out by us and information and explanations given by the Management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For R Soni & Co.

Chartered Accountants

FRN 130349W

Rajesh Soni

Partner

M No 133240

Mumbai, May 29, 2012

---

Mar 31, 2011

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

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

As required by the companies (Auditor’s Report) Order, 2003, as amended by companies (Auditor’s Report) (Amendment) Order, 2004 (together the "Order”) issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we give in the Annexure, a statement on the matter specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure 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, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in term 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, subject to Note No. 10 in respect of interest payable to MSFC, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a. In the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2011;

b. In the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

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

Annexure to Auditors' Report

Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2011 of Sparc Systems Limited

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

b. All the assets have been physically verified by the Management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

ii. a. As explained to us, the inventories held by the Company were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure 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. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured , to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the order are not applicable.

b. According to the information and explanations given to us , the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and (g) of the Order are not applicable.

iv. 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 with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. In our opinion and according to the information and explanations given to us, there are no contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register required to be maintained under that section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act,1956 and the rules framed thereunder are applicable.

vii. The Company has adequate internal check and audit procedures implemented in the Course of the day-to-day functioning. However, no internal audit as such has been conducted.

viii. The Company is not covered under section 209(1)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

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

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2011 for a period of more then six months from the date they became payable except Service tax Rs. 301935/-.

c. According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses at the end of the financial year March 31,2011. Further the Company had not incurred any cash losses during the financial year ended March 31,2011 and in the immediately preceding financial year ended March 31,2010.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to Maharashtra State Financial Corp. [MSFC] term loan amounting Rs. 16,38,000/- & interest of Rs. 26,07,972/-.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

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

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised term loans during the year under audit.

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 investment.

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

xix. The Company had not issued any debentures, during th year.

xx. The Company has not raised any money from a public issue, during the year.

xxi. On the basis of the audit procedure carried out by us and information and explanations given by the Management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For R Soni & Co.

Chartered Accountants

FRN 130390W

Rajesh Soni

Partner

M No 133240

Mumbai, May 31, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Sparc Systems Limited as at March 31, 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the companies (Auditors Report) Order, 2003, as amended by companies (Auditors Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we give in the Annexure, a statement on the matter specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure 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, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors 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 term 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, subject to Note No. 10 in respect of interest payable to MSFC, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a. In the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2010;

b. In the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

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

Annexure to Auditors Report

Referred to in paragraph 3 of our report of even date on the Accounts for the year ended March 31, 2010 of Sparc Systems Limited

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

b. All the assets have been physically verified by the Management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

ii. a. As explained to us, the inventories held by the Company were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure 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. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured , to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the order are not applicable.

b. According to the information and explanations given to us , the Company has not taken any loans, secured or unsecured , from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and (g) of the Order are not applicable.

iv. 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 with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. In our opinion and according to the information and explanations given to us, there are no contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register required to be maintained under that section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act,1956 and the rules framed thereunder are applicable.

vii. The Company has adequate internal check and audit procedures implemented in the Course of the day-to-day functioning. However, no internal audit as such has been conducted.

viii. The Company is not covered under section 209(l)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

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

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2010 for a period of more then six months from the date they became payable.

x. The Company does not have accumulated losses at the end of the financial year March 31,2010. Further the Company had not incurred any cash losses during the financial year ended March 31,2010 and in the immediately preceding financial year ended March 31,2009.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to Maharashtra State Financial Corp. [MSFC] term loan amounting Rs. 16,38,000/- & interest of Rs. 26,07,972/-.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

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

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

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised term loans during the year under audit.

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 investment.

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

xix. The Company had not issued any debentures, during th year.

xx. The Company has not raised any money from a public issue, during the year.

xxi. On the basis of the audit procedure carried out by us and information and explanations given by the Management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Singhal Sanklecha & Co.

Chartered Accountants



Vipin Sanklecha

Partner

M No 101710

Mumbai, June 30,2010