Auditor Report of Trigyn Technologies Ltd.

Mar 31, 2023

Trigyn Technologies Limited

Report on Audit of Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Trigyn Technologies Limited (“the company”), Regd. Office: 27A SDF-1 SEEPZ-SEZ Andheri (E) Mumbai Maharashtra 400096 India (CIN:L72200MH1986PLC039341) which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including other comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including, a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rule 2015 as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31^st 2023, the Profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to-

1. Note 48- of the Standalone Financial Statements with respect to necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations and carrying forward of balances in respect of wound up overseas subsidiaries and step down overseas subsidiaries. These balances which are fully provided for have no bearing on profitability nor on the assets and liabilities position of the Company (as fully explained in the notes).

2. Note 52 A)- of the Standalone Financial Statements with respect to non-accounting of Quarterly Guaranteed Revenue for 3 years period totaling '' 8000.00 lakhs. The Company has carried forward expenditure of '' 454.41 lakhs in respect of this project to be adjusted with future earnings. The Company''s stand for non-booking of revenue is on the ground that it is probable that the Company will not be able to collect the consideration to which it is entitled under the contract in the near future (as explained in the Notes)

3. Note 52 B)- of the Standalone Financial Statements with respect to Toll Collection project for parking sites in Nashik, there was no collection of Tolls during the year on account of various issues. The Company is in discussion with Nashik Smart City Development Corporation Ltd for sorting out the various issues. The Company is carrying in its Balance Sheet an amount of '' 7.72 crores towards capital cost of the project which includes '' 1.49 crore under CWIP. As the Company is in the process of resolving all the issues this capital cost has not been impaired. (as explained in the Notes).

4. Note 35- of the Standalone Financial Statements with respect to pending legal suits filed by the Company and against the Company and its wholly own subsidiary as fully explained in the Notes.

5. Note 47 (ii)B- of the Standalone Financial Statements regarding the change in the policy for recognizing provision for Expected Credit Loss on trade receivables (as explained in the Notes).

Our opinion is not qualified in the above matter.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

	Sl No	Key Audit Matters	Auditors’ Response
	1.	Accounting for fixed price contracts: In respect of Andhra Pradesh State Fibernet Limited (APSFL) Project, which was a fixed price contract, awarded through tendering process where over 90% work has been completed by March 2023, there has been undue delay in completion of the balance work as APSFL is yet to provide the sites for balance classrooms and Central Studio. Also, civil works which is the responsibility of APSFL is pending at at 59 schools, 1 District Studio and Central Studio. APSFL has not given go live certificate which is one of the conditions under the contract. As per the terms of the contract the Company has raised 3 milestone bills. The total amount outstanding against this project as at 31.03.2023 amounted to '' 61.50 crores which is outstanding for more than 3 years. As of the date of the reporting, work has not commenced for completion of the remaining portion of the contract and there is uncertainty regarding expected completion of the balance work and collection of dues. The management has adopted a cautious approach towards booking of Quarterly Guaranteed Revenue (QGR) amounting to '' 8000.00 lakhs including GST on account of uncertainty of collection. (Refer note - 52A).	We have examined the status report provided to us by the management of the Company from time to time. We have also been provided with certain correspondence which the Company''s project team has had with APSFL in respect of balance work and recovery of dues. The Company is prepared to execute the balance work but there is no response from APSFL. The Company has not received any balance confirmation of the outstanding from APSFL. Under IND AS-115, one of the conditions to recognize revenue is the probability that the entity will collect the consideration due under the contract. The Company has obtained opinion from subject matter expert in support of their stand towards non booking of Quarterly Guaranteed Revenue (QGR) in earlier year. We have relied on the expert''s opinion in this regard. The Company has revised its ECL policy in the last year [refer note 47(ii)B]. This policy is framed on the basis of historical data, segregating the government and nongovernment dues. by an expert. We have relied on the expert''s opinion in this regard.
	2.	With respect to Toll Collection project for parking sites in Nashik, out of 33 sites 15 sites were commissioned. However, there was no collection of Tolls during the year on account of various issues. The Company is in discussion with Nashik Smart City Development Corporation Ltd (NSCDCL) for sorting out these issues. The Company’s financials reflect unamortized capital cost of '' 7.72 crores (including '' 1.49 crores lying in under CWIP) as at 31.3. 2023. The Company is confident of resolving these issues and pending such resolution, the unamortized capital cost has not been impaired. (Refer note - 52B).	We have examined the status report provided to us by the management of the Company from time to time. We have also been provided with certain correspondence which the Company''s project team has had with NSCDCL. The Company is confident of resolving these issues in respect of the balance work to be completed and starting the toll collection.
	3.	Disputed Tax Matters We draw your attention to Note 35 of Consolidated Financial Statements regarding pending litigations.	Procedures performed by the Auditor: For tax matters our procedures included examining the Company''s tax consultants views, discussions with the Company''s legal department and advisor and assessing the management''s conclusions.

Information other than the Standalone Financial Statements and Auditor’s Report Thereon.

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act 2013 (“the Act”). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments 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 Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements.

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

o Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

o Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. We are also responsible for expressing our opinion on whether the Company has an adequate internal financial control system in place and the operating effectiveness of such controls.

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

o Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

o Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced, We Consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements .

We also communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") as amended, 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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion proper books of accounts 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 flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards (Ind AS) 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 31^st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2023 from being appointed as a director in terms of Section 164(2) of the Companies Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements - Refer Note 35 to the Standalone Financial Statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts and the company did not have any derivative contracts.

iii. The Company has no amount that is required to be transferred to the Investor Education and Protection Fund.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate ) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entity(ies) ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of Ultimate beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate ) have been received by the Company from any person(s) or entity(ies), including foreign entity(ies) (" Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of Ultimate beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year.

(h) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the managerial remuneration for the year ended March 31^st 2023, has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act

For V. Rohatgi & Co.

Chartered Accountants Firm Registration Number: 000980C

CA Arun Kumar Mishra Partner

Place: Bangalore Membership No.: 076038

Date: 30^th May, 2023 UDIN: 23076038BGUVFU9467

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Mar 31, 2018

Report on the Standalone Indian Accounting Standard (“Ind AS”) Financial Statements for the year ended 31^st March, 2018

We have audited the accompanying Standalone Ind AS financial statements of Trigyn Technologies Limited(“the Company”) which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flow and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs(financial position), profit or loss (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant Rules issued thereunder.

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 Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Standalone Ind AS, of the state of affairs (financial position) of the Company as at 31^st March, 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of matter

We draw attention to

1. Note No.43 to the standalone Ind AS financial statements regarding balances of wound up foreign subsidiaries carried forward in the books requiring approval and permission from RBI under FEMA regulations.

2. Note No.38(ii) to the standalone Ind AS financial statements regarding Company’s Application to Central government for approval of excess remuneration paid to Whole time director.

(As fully described in the above referred Note)

Our opinion is not qualified in the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

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

c. the Balance Sheet, Statement of Profit and Loss (including Other Comprehensive Income) and Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the afore said standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder;

e. on the basis of written representations received from the directors as on 31^st March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2018, from being appointed as a director in terms of sub section (2) of section 164 of the Act.

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

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

i) The Company has disclosed the impact of pending litigations, on its financial position in its financial statements-Refer Note No. 49 to the standalone Ind AS financial statements;

ii) As represented by the company, there are no long-term contracts including derivative contracts having material foreseeable losses-Refer Note No. 51 to the standalone Ind AS to the financial statements; and

iii) There are no amounts required to be transferred to Investor Education and Protection Fund by the Company- Refer Note No. 52 to the standalone Ind AS to the financial statements.

Annexure A to the Independent Auditors’ Report

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of Trigyn Technologies Limited on the standalone Ind AS financial statements for the year ended 31^st March, 2018]

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

b) Fixed assets have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the earlier name of company viz. Leading Edge Systems Limited and process to change to present name is in progress.

ii. Company has Inventory as on 31^st March, 2018 to be used for a composite works contract. Inventories have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

iii. The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. These loans are Interest free and there are no stipulations as to repayment of the loan. In our opinion and according to the information and explanation given to us, the terms and conditions of the loans given by the company are prima facie not prejudicial to the interest of the company for the reasons fully explained in Note No. 39 to the standalone Ind AS to the financial statements.

iv. In our opinion and according to information and explanation given to us, the company has complied with the provision of Section 185 and 186 of the Companies Act with respect of providing or granting of loans, making investments and providing guarantees and securities.

v. The company has not accepted deposits from public, within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013.

vi. The Central Government has not prescribed maintenance of cost records under section (1) of section 148 of the act in respect of any of company’s products or activities,as such clause (vi) of the order is not applicable to the company.

a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, employee state insurance, income tax, sales tax, value added tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31^st March 2018.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, customs duty and cess as at 31st March 2018, which has not been deposited on account of dispute except the Income tax dues which are disputed /pending rectification and not paid are as under:

Sr. No	Period to which the amount relates	Amount (Rs.) (In Lakhs)	Forum where the dispute is pending
1	A.Y. 2003-04	166.36	Company is in process of filing rectification online
2	A.Y. 2008-09	11.76	Income Tax Appellate Tribunal (ITAT)
3	A.Y. 2010-11	101.11	Assistant CIT
4	A.Y. 2011-12	38.68	CIT (Appeal)
5	A.Y. 2012-13	81.52	Rectification filed against Claims for adjustment of carry forward losses
6	A.Y. 2014-15	2.76	The Company is in process of filing rectification
7	A.Y. 2015-16	11.03	Company is in process of filing rectification online
8	Various Years	3.42	ITO TDS - Rectification filed/ to be filed.

vii. The Company has not raised any fund by way of debentures or through bank, financial institution or Government. Hence Clause viii of the Order is not applicable.

viii. The Company has not raised any Initial Public Offer or further public offer during the year. The company has obtained term Loan i.e. Hire purchase arrangement. The company has acquired Fixed Asset under Hire purchase agreement.

ix. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the company or any material fraud on the company by its officers or employees that have been noticed or reported during the year nor have we been informed of such case by management.

x. In our opinion and according to information and explanation given to us, Managerial remuneration paid / provided to Whole time director is in excess of requisite approval mandated by Provision of section 197 read with schedule V to Companies Act 2013.

xi. The Company is not a Chit Fund Company/or Nidhi/ mutual benefit fund/society. As such Clause xii of the order is not applicable to the Company.

xii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the standalone Ind AS Financial Statements etc., as required by the applicable Accounting Standards.

xiii. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. As such Clause xiv of the order is not applicable to the Company. However during the year the company has issued shares on exercise of ESOP by Director /Employee of Company and its subsidiaries.

xiv. The company has not entered into non-cash transactions covered by Section 192 of Companies Act, 2013 with directors or persons connected with them.

xv. The company is not engaged in the business of non-banking financial institution (NBFI) and not required to obtain a Certificate of Registration (CoR) from Reserve Bank of India in terms of Section 45-IA of the RBI Act, 1934.

Annexure B to the Independent Auditors’ Report

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of Trigyn Technologies Limited on the standalone Ind AS financial statements for the year ended 31^st March, 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Trigyn Technologies Limited (“the Company”) as of 31^st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to explanation given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For FORD RHODES PARKS & CO.LLP

Chartered Accountants

ICAI FRNo. 102860W/W100089

A. D. Shenoy

Place: Mumbai Partner

Date: 17^th May 2018 Membership No.11549

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Mar 31, 2016

TO THE MEMBERS OF TRIGYN TECHNOLOGIES LIMITED

We have audited the accompanying standalone financial statements of TRIGYN TECHNOLOGIES LIMITED (“the Company”) which comprise the balance sheet as at 31^st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 the 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 the financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to Note No. 35 to financial statements regarding balances of wound up foreign subsidiaries carried forward in the books requiring approval and permission from RBI under FEMA regulations to carry out necessary adjustment.

(As fully described in the Note No. 35)

Our opinion is not qualified in the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as issued by Central Government of India in terms of sub section (11) of section 143 of Companies Act, 2013 (18 of 2013) we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as 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 Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 ; and

e. on the basis of written representations received from the directors as on 31^st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2016, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unqualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 25 & 40 to the financial statements;

ii. As represented by the company, there are no long-term contracts including derivative contracts having material foreseeable losses; Refer Note 41 to the financial statements

iii. As represented by the company, there is no amount required to be transferred to Investor Education and Protection Fund by the Company. Refer Note 42 to the financial statements

Annexure A to the Auditors’ Report

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of Trigyn Technologies Limited on the financial statements for the year ended 31^st March, 2016]

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

b) Fixed assets have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the earlier name of company viz. Leading Edge Systems Limited and process to change to present name is in progress.

2. The company is software developer and IT service provider and does not hold any inventories. As represented by the Company in respect of traded goods, the delivery is directly to the customer’s location. As at year end the Company has no Inventory. Thus the provision of sub clause (a), (b) and (c) of clause 3 (ii) of the order are not applicable.

3. The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. These loans are Interest free and there are no stipulations as to repayment of the loan. In our opinion and according to the information and explanation given to us, the terms and conditions of the loans given by the company are prima facie not prejudicial to the interest of the company.

4. In our opinion and according to information and explanation given to us, the company has complied with the provision of Section 186 of the Act with respect to its Investments. The company has given securities and guarantees, in compliance with section 185 and 186 of the Act. The company has granted Loans and advances u/s. 185 and 186 of the Act which as per the information and explanations given by the company to us and as described in the financial statements are interest free and given to promote the interest of the company. However, due to bad financial position some of these subsidiaries are unable to regularize the advances given earlier.

5. The company has not accepted deposits from public, within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013.

6. The Central Government has not prescribed maintenance of cost records under section (1) of section 148 of the act in respect of any of company’s products or activities, as such clause vi of the order is not applicable to the company.

7. a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, Protection fund, employee state insurance, income tax, sales tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31^st March 2016

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, customs duty and cess as at 31^st March 2016, which has not been deposited on account of dispute. The Income tax dues which are disputed /pending rectification and not paid are as under:

Sr. no	Period to which amount relates	Amount (Rs.)	Forum where the dispute is pending
1	A Y. 2003-04	16,635,900	Company is in process of filing rectification online
2	A Y. 2007-08	122,547,027	Income Tax Appellate Tribunal (ITAT)
3	A Y. 2008-09	24,182,246	Income Tax Appellate Tribunal (ITAT)
4	A Y. 2009-10	62,288,645	Commissioner of Income Tax [CIT(Appeal)]
5	A Y. 2010-11	32,669,990	Assistant Commissioner of Income Tax (ACIT)
6	A Y. 2011-12	24,824,670	Commissioner of Income Tax [CIT(Appeal)]
7	A Y. 2012-13	22,303,892	Rectification filed against claims for adjustment of carried forward losses
8	A Y. 2014-15	87,520	Company is in process of filing rectification
9	Various years	287,390	ITO TDS - Rectification filed / to be filed for TRACES demand

8. The Company has not raised any fund by way of debentures or thru bank, Financial institution or Government. Hence Clause viii of the Order is not applicable.

9. The Company has not raised any Initial Public Offer or further public offer and not obtained any term loan. Hence Clause ix of the Order is not applicable.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the company or any material fraud on the company by its officers or employees that have been noticed or reported during the year nor have we been informed of such case by management.

11. In our opinion and according to information and explanation given to us, Managerial remuneration paid / provided is in accordance with requisite approval mandated by Provision of section 197 rw schedule V to Companies Act 2013.

12. The Company is not a Chit Fund Company/or nidhi/ mutual benefit fund/society. As such Clause xii of the order is not applicable to the Company.

13. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable Accounting Standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year except shares issued under Employee stock option.

15. The company has not entered into non-cash transactions covered by Section 192 of Companies Act, 2013 with directors or persons connected with them.

16. The company is not engaged in the business of non-banking financial institution (NBFI) and not required to obtain a Certificate of Registration (CoR) from Reserve Bank of India in terms of Section 45-IA of the RBI Act, 1934.

ANNEXURE B

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of Trigyn Technologies Limited on the financial statements for the year ended 31^st March, 2016]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Trigyn Technologies Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Ford Rhodes Parks & Co.LLP

Chartered Accountants

ICAI FRNo.102860W/W100089

B.S.S. Shetty

Place: Mumbai Partner

Date: 17^th May 2016 Membership No.6031F

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Mar 31, 2015

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

Management's Responsibility for the 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 the 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, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Emphasis of matter

We draw attention to Note no. 36 to financial statements regarding balances with wound up subsidiaries in previous year and pending approval and permission required to be obtained from RBI under FEMA.

(As fully described in the notes.)

Our opinion is not qualified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), as issued by Central Government of India in terms of sub section (11) of section 143 of Companies Act, 2013 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 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, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 ;

e. On the basis of written representations received from the directors as on 31st March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013, and

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

i. There were no pending litigation which would impact the financial positions of the Company.

ii. As represented by the company, there are no foreseeable material losses in respect of long-term contracts as discussed in Note no. 40. The company does not have any derivative contracts;

iii. As represented by the company, there are no amounts required to be transferred to Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of Trigyn Technologies Limited on the financial statements

for the year ended 31st March, 2015]

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

b) Fixed Assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

2. The Company did not hold any inventories during the financial year. Thus the provision of sub clause (a), (b) and (c) of clause 3 (ii) of the Order are not applicable.

3. The Company has granted interest free unsecured loans to companies covered in the register maintained under Section 189 of the Companies Act, 2013.The number of parties is seven and the amount outstanding as at the end of the year is Rs. 21.52 crores .

a) There are no stipulations as to the repayment of loan.

b) The provision for doubtful recovery of entire loan has been made in the books of account.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of IT product/software license, fxed asset and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

5. According to information and explanation given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under.

6. The Central Government has not prescribed maintenance of cost records under Section148 of the Companies Act 2013.

7. a) According to the information and explanations given to us and records of the Company examined by us, in our

opinion, the Company is generally 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 any other material statutory dues as applicable with the appropriate authorities. There is no undisputed statutory dues payable for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, wealth tax, service tax, as at 31st March 2015, which has not been deposited on account of dispute except for following dues under Income Tax Act, 1961:

Sr.No. Nature of dues Amount (Rs.) Period to Forum where the dispute which the is pending amount relates

1 Income tax demand 2,30,51,971 A.Y. 2005-06 Income Tax Appellate Tribunal (ITAT)

2 Income tax demand 1,22,63,314 A.Y. 2006-07 Income Tax Appellate Tribunal (ITAT)

3 Income tax demand 12,25,47,027 A.Y. 2007-08 Income Tax Appellate Tribunal (ITAT)

4 Income tax demand 2,41,82,246 A.Y. 2008-09 Income Tax Appellate Tribunal (ITAT)

5 Income tax demand 6,22,88,645 A.Y. 2009-10 Commissioner of Income Tax [CIT (Appeal)]

6 Income tax demand 3,26,69,990 A.Y. 2010-11 Assistant Commissioner of Income Tax {ACIT)

7 Income tax demand 2,48,25,672 A.Y. 2011-12 Commissioner of Income Tax [CIT (Appeal)]

8 Income tax demand 2,23,03,892 A.Y. 2012-13 Rectification fled against Claims for adjust ment of carried forward losses

9 Income tax demand 87,520 A.Y. 2014-15 Company is in process of fling rectif cation 10 Consolidated TDS demand as per 21,63,850 Various Years ITO TDS – Rectification Traces inclusive of interest and fled/ to be fled. penalty

c) According to the information and explanations given to us and records of the Company examined by us, in our opinion, there are no amounts payable to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules there under.

8. The Company is in existence for more than 5 years. The Company has not incurred cash losses in the current financial year as well as in immediate preceding financial year. However the Company has accumulated losses exceeding fifty percent of its net worth at the end of the financial year. The accounts are prepared on going concern basis as explained in Note 38 to financial statement.

9. On the basis of information and explanation given to us by the management, the Company has not taken any loans from any financial institution or bank or debenture holders during the financial year. Therefore provision of clause 3 (ix) is not applicable.

10. The Company has not given any guarantee for loans taken by others from banks or financial institutions but has given performance guarantee on behalf of its subsidiary in US. The terms and condition whereof are not prejudicial to interest of the company.

11. The Company has not availed any term loan from banks and financial institutions and hence clause 3 (xi) of the order is not applicable.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, either noticed or reported during the year, nor have been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.

Chartered Accountants

ICAI Firm Registration No.102860W

B.S.S. Shetty

Place: Mumbai Partner

Date : 25th May 2015 Membership No.6031

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Mar 31, 2014

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

Management''s Responsibility for the 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 13th 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, but not for the purpose of expressing an opinion on the effectiveness of the entities internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Emphasis of Matter

We draw attention to

(a) Note No 34 to financial statements regarding wound up subsidiaries and subsidiaries under liquidated and under distribution of assets of subsidiary wound up during the year. (As fully described in the notes.)

Our opinion is not qualified in respect of this matter.

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:

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 law have been kept by the Company so far as appears from our examination of those books;

iii. 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;

iv. 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 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

v. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, 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 the Auditors'' Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of Trigyn Technologies Limited on the financial statements for the year ended 31st March, 2014]

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

of all the fixed assets, except for certain items of fixed assets purchased in the earlier years, for which the records are being updated.

(b) During the year the company has carried out physical verification of fixed assets.

(c) During the year, the Company has not disposed off any substantial part of fixed assets so as to affect the going concern assumption.

2. The Company did not hold any inventories during the financial year. Thus the provisions of sub clause (a), (b) and (c) of clause 4 (ii) of the Order are not applicable.

3. (a) The company has granted interest free unsecured loans to companies covered in the register maintained under

Section 301 of the Companies Act, 1956. The number of parties is six and the amount outstanding as at the end of the year is Rs. 227,384,119/-. (P.Y. Rs. 235,078,494/- and the number of parties was six). These loans have been provided as doubtful of recovery to the extent of Rs. 227,913,052/- (P.Y. Rs. 228,939,443/- and the number of parties was six)

(b) There are no stipulations as to the repayment of the loan.

(c) The Company has not taken loans, secured or unsecured from companies, firms and other parties covered under the register maintained under Section 301 of the Companies Act, 1956. Thus the provisions of sub clause (f) and (g) of clause 4 (iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed asset and for sale of services. During the course of our audit, no major weakness has been noticed in the internal control system.

5. According to the information and explanations provided by the management, during the year, there are no contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register required to be maintained under the Section.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

7. The Company has appointed independent Chartered Accountant to carry out the internal audit of the company. In our opinion, the Company''s internal audit system is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for the Company.

9. (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, cess and other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, cess and other statutory dues were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by management and the records of the Company examined by us, the particulars of dues of income tax as on 31st March, 2014 which have not been deposited on account of a dispute are as follows:

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

Income tax Act, 1961 Income tax demand 23,051,971

Income tax Act, 1961 Income tax demand 12,263,314

Income tax Act, 1961 Income tax demand 122,547,027

Income tax Act, 1961 Income tax demand 19,718,246

Income tax Act, 1961 Income tax demand 62,288,645

Income tax Act, 1961 Income tax demand 18,810,020

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

Income tax Act, 1961 A.Y. 2005-06 ITAT

Income tax Act, 1961 A.Y. 2006-07 ITAT

Income tax Act, 1961 A.Y. 2007-08 ITAT

Income tax Act, 1961 A.Y. 2008-09 ITAT

Income tax Act, 1961 A.Y. 2009-10 CIT (Appeal)

Income tax Act, 1961 A.Y. 2010-11 Assistant CIT

10. The Company has accumulated losses exceeding fifty percent of its net worth at the end of the financial year. The Company has not incurred any cash losses in the current financial year as well as in immediate preceding financial year.

11. On the basis of information and explanation given to us by the management, the Company has not taken any loans from any financial institution or bank or debenture holders during the financial year.

12. Based on our examination of the records and 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 and other securities.

13. The provisions of clause 4 (xiii) of Order are not applicable as the Company is not a chit fund Company or nidhi/ mutual benefit fund/society.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Hence provisions of clause 4(xiv) of the Order are not applicable.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4 (xv) of the Order are not applicable to the Company.

16. The Company has not availed any term loan from banks and financial institutions and hence clause (xvi) of paragraph

4 of the order is not applicable.

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

18. The company has not made any preferential allotment of shares to the companies, firms or parties that are covered under the register maintained under the provisions of Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and therefore paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year and therefore Clause 4 (xx) of the Order is not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India for the purpose of reporting the true and fair view of the Financial statements and as per the information and explanation given by the management we report that, we have neither come across any instance of fraud on or by the company, either noticed or reported during the year, nor have been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.

Chartered Accountants Firm Registration No.102860W

B. S. S. Shetty Place: Mumbai Partner Date: 23rd May, 2014 Membership No. 6031

---

Mar 31, 2013

Report on the Financial Statements for the year ended 31st March, 2013

We have audited the accompanying financial statements of Trigyn Technologies Limited ("the Company") which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 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 the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Emphasis of Matter

We draw attention to Note 30 to the Financial Statements regarding the approval of managerial remuneration by the shareholders.

Our opinion is not qualified in respect of this matter.

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:

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 law have been kept by the Company so far as appears from our examination of those books;

iii. 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;

iv. 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

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

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of Trigyn Technologies Limited on the financial statements for the year ended 31s1 March, 2013]

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of all the fixed assets, except for certain items of fixed assets purchased in the earlier years, for which the records are being updated.

(b) During the year the company has carried out physical verification of fixed assets.

(c) During the year, the Company has not disposed off any substantial part of fixed assets so as to affect the going concern assumption.

2. The Company did not hold any inventories during the financial year. Thus the provisions of sub clause (a), (b) and (c) of clause 4 (ii) of the Order are not applicable.

3. (a) The company has granted interest free unsecured loans to companies covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties is six and the amount outstanding as at the end of the year is Rs. 235,078,494/-. (P.Y. Rs. 232,885,104/-and the number of parties was six). These loans have been provided as doubtful of recovery to the extent of Rs. 228,939,443/- (P.Y. Rs. 227,640,448/- and the number of parties was six)

(b) There are no stipulations as to the repayment of the loan.

(c) The Company has not taken loans, secured or unsecured from companies, firms and other parties covered under the register maintained under Section 301 of the Companies Act, 1956. Thus the provisions of sub clause (f) and (g) of clause 4 (iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed asset and for sale of services. During the course of our audit, no major weakness has been noticed in the internal control system.

5. According to the information and explanations provided by the management, during the year, there are no contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register required to be maintained under the Section.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956.

7. The Company has appointed independent Chartered Accountant to carry out the internal audit of the company. In our opinion, the Company internal audit system is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for the Company.

9. (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, cess and other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, cess and other statutory dues were outstanding at the year-end for a period of more than six months from the date they became payable.

10. The Company has accumulated losses exceeding fifty percent of its net worth at the end of the financial year. The Company has not incurred any cash losses in the current financial year as well as in immediate preceding financial year.

11. On the basis of information and explanation given to us by the management, the Company has not taken any loans from any financial institution or bank or debenture holders during the financial year.

12. Based on our examination of the records and 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 and other securities.

13. The provisions of clause 4 (xiii) of Order are not applicable as the Company is not a chit fund Company or nidhi/ mutual benefit fund/society.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Hence provisions of clause 4(xiv) of the Order are not applicable.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4 (xv) of the Order are not applicable to the Company.

16. The Company has not availed any term loan from banks and financial institutions and hence clause (xvi) of paragraph 4 of the order is not applicable.

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

18. The company has not made any preferential allotment of shares to the companies, firms or parties that are covered under the register maintained under the provisions of Section 301 of the Act.

19. The Company has not issued any debentures and therefore paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year and therefore paragraph 4 (xx) of the Order is not applicable

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India for the purpose of reporting the true and fair view of the Financial statements and as per the information and explanation given by the management we report that, we have neither come across any instance of fraud on or by the company, either noticed or reported during the year, nor have been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.

Chartered Accountants

Firm Registration No.102860W

B. S. S. Shetty

Place: Mumbai Partner

Date: 28th May, 2013 Membership No. 6031

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Trigyn Technologies Limited (the "Company") as at March 31, 2012, and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the 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 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Annexure to Auditors' Report

Referred to in paragraph 3 of the Auditors' Report of even date to the members of Trigyn Technologies Limited on the financial statements as of and for the year ended March 31, 2012

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets, except for certain items of fixed assets purchased in earlier years, in respect of which the records are being updated.

(b) The fixed assets of the Company have not been physically verified by the management during the year.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. The Company did not held any inventories during the year. Accordingly, the provisions of paragraph 4 (ii) (a), (b) and

(c) of the said Order are not applicable.

3. (a) The Company has granted interest free unsecured loans, to companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs. 232,885,104 and Rs. 232,885,104, respectively. These loans have been already provided as doubtful of recovery to the extent of Rs. 227,640,448.

(b) The terms of repayment of the said loans are not stipulated. Hence, we have no comment on regularity of repayment of principal amounts.

(c) The Company has not taken any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii)(f) and 4(iii)(g) of the Order, are not applicable

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, during the year there have been no contracts or arrangements referred to in Section 301 of the Act to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company needs to strengthen its internal audit system to make it commensurate with the size of the Company and the nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, investor education and protection fund, income tax, wealth tax, service tax and other material statutory dues, as applicable, with the appropriate authorities. As explained to us, the provisions of sales tax, customs duty and excise duty are not applicable to the Company.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax as at March 31, 2012 which have not been deposited on account of a dispute are as follows

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

Income tax Act Income tax 122,547,027 Assessment year Income Tax Appellate 1961 demand 2007 - 2008 Tribunal

Income tax Act Income tax 19,718,246 Assessment year Additional Commissioner of 1961 demand 2008 - 2009 Income Tax

Income tax Act Income tax 18,810,020 Assessment year Assistant Commissioner of 1961 demand 2010 - 2011 Income Tax

10. In our opinion and according to the information and explanations given to us, the Company's accumulated losses exceed fifty of its net worth at the end of the financial year under reporting. The Company has neither incurred cash losses in the financial year under report nor in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken loans from any financial institution or bank or debenture holders as at the balance sheet date.

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

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has made preferential allotment of shares to promoter company covered in the register maintained under Section 301 of the Act during the year. In our opinion, and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year; and does not have any debentures outstanding as at the year end.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse

Chartered Accountants

Firm Registration Number: 012754N

Vilas Y. Rane

Mumbai Partner

Date: August 27, 2012 Membership Number: 33220

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Trigyn Technologies Limited (the "Company") as at March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the 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 ‘The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

4 . As stated in note 3 to Schedule 16, Investment in one of the subsidiary is being carried at its carrying value of Rs. 4,568 lakhs and no further provision for diminution in value of investment is considered necessary by the management. In our opinion, the extent of the erosion in the networth of subsidiary is significant. However, we are unable to comment on the amount of shortfall in the provision, for further diminution in the value of the aforesaid investment.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) subject to what is stated in paragraph 4 above the effect of which could not be determined, In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to Auditors Report

Referred to in Paragraph 3 of the Auditors Report of even date to the members of Trigyn Technologies Limited on the financial statements for the year ended March 31, 2010.

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. The Company is in the business of providing software support services, hence provisions of paragraph 4 (ii) (a), (b) and (c) of the said Order are not applicable..

3. (a) The Company in earlier years has granted interest free unsecured loans, to subsidiary companies covered in

the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 222,564,093 and Rs. 222,457,813 respectively. These loans have been already provided as doubtful of recovery to the extent of Rs 219,557,813.

(b) The terms of repayment of the said loan are not stipulated. Hence, we have no comment on regularity of repayment of principal amounts.

(c) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii)(f) and 4(iii)(g) of the Order, 2004 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or

arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, cess and other material statutory dues as applicable with the appropriate authorities. .

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. In our opinion and according to the information and explanations given to us, the Companys accumulated losses exceed 50% of its net worth at the end of the financial year under reporting. The Company has neither incurred cash losses in the financial year under report nor in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The Company did not have any outstanding debentures during the year. Accordingly, paragraph 4 (xix) of the Order is not applicable.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.





For Price Waterhouse

Chartered Accountants

FRN - 012754N



Vilas Y. Rane Mumbai Partner

Date: August 13, 2010 Membership Number F-33220