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Auditor Report of USG Tech Solutions Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of USG TECH SOLUTIONS LIMITED ("the company"],which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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

2. The Company's Board of Directors is responsible for the matters in section 134(5] of the Com- panies Act, 2013 ("the Act"] with respect to 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 principles generally accepted in India, including the Accounting Stan- dards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts] Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and de- tecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. 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 mat- ters 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 un- der section 143(10] of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers in- ternal financial control relevant to the Company's preparation of the financial statements that give true and fair view 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 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 appro- priate to provide a basis for our audit opinion on the financial statements.

Opinion

4. 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;

a] in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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

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

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report] Order, 2015 (the Order] issued by the Central Gov- ernment of India in terms of Section 143 of the Companies Act, 2013, we give in the annexure a state- ment on the matters specified in paragraph 3& 4of the order, to the extent applicable.

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

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

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

c. The Balance Sheet, 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 Accounting Standards specified under section 133 of the Act, read with rule 7 of the com- panies (Accounts] Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as Director in terms of Sec 164(2] of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the companies (Audit & 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 as at 31st March,2015 on its financial position in its financial statements.

ii. The company does not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Edu- cation and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS REPORT

The annexure referred to in our Independent Auditors Report to the members of the company, we re- port that:

1. In respect of its fixed assets

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

b] As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed on such phys- ical verification.

2. In respect of its Inventory

a] The inventories have been physically verified during the year by the management though same has not been physically verified by auditor.

b] In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in rela- tion to size of the company and nature of the its business.

c] The company has maintained proper records of its inventories. As explanation given to us, there were no material discrepancies.

3. In respect of the loans, secured or unsecured granted or taken by the company to / from companies, firms or Other parties covered under the register maintained under Section 189 of the Companies Act 2013, according to the information and explanations given to us

a] The Company has not granted any loans, secured or unsecured, from companies, firms or other par- ties covered under the register maintained under Section 189 of the Companies Act 2013. Consequent- ly, the provisions of Clause (iii] (a] and (iii] (b] of Companies (Auditor's Report] Order, 2015 are not applicable.

b] The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under the register maintained under Section 189 of the Companies Act 2013. Consequently, the provisions of Clause (iii] (a] and (iii] (b] of Companies (Auditor's Report] Order, 2015 are not ap- plicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of products and services. During the course of our audit, we have not observed any continuing failure or weakness in internal control system.

5. In our opinion and according to information and explanations given to us, the Company has not ac- cepted any Deposits within the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act,2013 from public. Therefore the provision of Companies (Auditor's Report] Order, 2015 is not ap- plication to the Company.

6. In our opinion and according to information and explanations given to us, the Central Government has not Prescribed the maintenance of cost records under Companies Act, 2013.

7. In respect of statutory dues

a] According to the information and explanations given to us the particulars of undisputed statutory dues of provident fund, employee's state insurance, income tax and service tax relating to previous year 2014-15 are paid.

b] The Company does not have any disputed dues of sales tax / income tax / customs / wealth tax / excise duty /cess etc. which have notbeen deposited

c] According to the information and explanations given to us the amount which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the companies Act, 1956 and rules thereunder has been transferred to such fund within time.

8. The Company does have accumulated losses at the end of the financial year. The Company has not incurred any losses during the immediately preceding financial year.

9. According to the information and explanations given to us, the Company has no dues to any financial institutions, bank or debenture holders during the year under report.

10. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of securities by way of pledge of shares, debentures and other securities.

11. According to the information and explanations given to us, the Company has not given the guaran- tee for loans taken by others from banks or financial institutions.

12. According to the information and explanations given to us, no material fraud on or by the Company has been Noticed or reported during the year under report.

For Udit Aggarwal & Associates Chartered Accountants

Sd/- Udit Aggarwal Proprietor M.No. 529994 Firm Regn. No. 026161N

Place: Noida Date: 17/08/2015




Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of USG Tech Solutions Limited (the "company"). Which comprise the Balance Sheet as at 31 st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company 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

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

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

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

Opinion

6. 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.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors'' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of sub - Section (4A) of Section 227 of the Act, We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order

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

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

b. In our opinion, proper books of 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, 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, Statement of profit and loss and the cash flow statement comply with the accounting standards referred to in sub - Section (3C) of Section 211 Act.

e. On the basis of the written representations received from the directors as on 31 st March, 2014 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 Act.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date

1. In respect of its fixed assets

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

b) As explained to us, the management has physically verified the fixed assets during the year and there is a regular program of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off any part of its Fixed Assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventory

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

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and nature of the its business.

c) The company has maintained proper record of inventories. As explanation given to us, there were no material discrepancies notices on such physical verification of the inventories as compared to the book records.

3. In respect of the loans, secured or unsecured granted or taken by the company to / from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us

a) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956. Consequently, the requirement of Clause (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956. Consequently, the requirement of Clause (iii) (f) and (iii) (g) of paragraph 4 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 systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of products and services. During the course of our audit, we have not observed any continuing failure or weakness in internal control system.

5. In our opinion and according to the information and explanations given to us there are no transactions made pursuant of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to information and explanations given to us, the Company has not accepted any deposits from public. Therefore the provision of Clause (vi) of paragraph of the Order is not application to the company.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues

a) According to the information and explanations given to us the particulars of undisputed statutory dues of provident fund, employees state insurance, income tax and service tax relating to previous year 2013-14 are paid. No dues are pending for the current year.

b) The Company does not have any disputed dues of sales tax / income tax / customs / wealth tax / excise duty /cess etc. which have not been deposited except the Income Tax Demand of Rs. 23, 10, 837/- for the assessment year 2005 - 2006 against which the Company has filed an appeal with ITAT, although the Income Tax Department has set it off this liability against the amount of Income tax Refund due for the A.Y.2010-2011 and earlier years. Therefore, the matter would be finalized on the order of ITAT.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by audit and the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has no dues to any financial institutions, bank or debenture holders during the year under report.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society and therefore the provisions of special statute under paragraph (13) of the order are not applicable to the Company.

14. In our opinion and the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given the guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us, the Company has not raised any term loans.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on a short term basis which have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under report.

20. According to the information and explanations given to us the Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year under report.

For PVR-N & Co. Chartered Accountants

Sd/- Place : New Delhi Pradeep Kumar Jindal Date : 31th May, 2014 Partner M.No. 82646 Firm Regn. No. 004062N


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompaying financial statements of USG Tech Solutions Limited (the "company" ). Which comprise the Balance Sheet as at 31st March, 2013, the Statment of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

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

4. 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 auditors judgment, including the assessment of the risks of material mistatement of the financial statements, whether dure to fraud or error. In making those risk assessments, the auditors considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audi procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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 acceepted in India.

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

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors'' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of sub - Section (4A) of Section 227 of the Act, We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the the order.

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

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

b. In our opinion, proper books of 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, 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, Statement of profit and loss and the cash flow statement comply comply with the accounting standards referred to in sub - Section (3C) of Section 211 Act.

e. On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors 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 Act.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date

1. In respect of its fixed assets

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

b) As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off any part of its Fixed Assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventory

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

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and nature of the its business.

c) The company has maintained proper record of inventories. As explanation given to us, there were no material discrepancies notices on such physical verification of the inventories as compared to the book records.

3. In respect of the loans, secured or unsecured granted or taken by the company to / from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us

a) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956. Consequently, the requirement of Clause (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under the register maintained under Section 301 of the Companies Act 1956. Consequently, the requirement of Clause (iii) (f) and (iii) (g) of paragraph 4 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 systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of products and services. During the course of our audit, we have not observed any continuing failure or weakness in internal control system.

5. In our opinion and according to the information and explanations given to us there are no transactions made pursuant of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to information and explanations given to us, the Company has not accepted any deposits from public. Therefore the provision of Clause (vi) of paragraph of the Order is not application to the company.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues

a) According to the information and explanations given to us the particulars of undisputed statutory dues of provident fund, employees state insurance, income tax and service tax were in arrears as at 31st March 2013 for a period of more than six months from the date they became payable and which have not been deposited are for Rs. 3, 02,839/-, the amount relates to Previous years.No dues are pending for the current year.

b) The Company does not have any disputed dues of sales tax / income tax / customs / wealth tax / excise duty /cess etc. which have not been deposited except the Income Tax Demand of Rs. 23, 10, 837/- for the assessment year 2005 - 2006 against which the Company has filed an appeal with ITAT, although the Income Ta x Department has set it off this liability against the amount of Income tax Refund due for the A.Y.2010-2011 and earlier years. Therefore, the matter would be finalized on the order of ITAT.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by audit and the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has no dues to any financial institutions, bank or debenture holders during the year under report.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society and therefore the provisions of special statute under paragraph (13) of the order are not applicable to the Company.

14. In our opinion and the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given the guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us, the Company has not raised any term loans.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on a short term basis which have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under report.

20. According to the information and explanations given to us the Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year under report.



For PVR-N & Co.

Chartered Accountants



Sd/-

Place : New Delhi Pradeep Kumar Jindal

Date : 29th May, 2013 Partner

M.No. 82646

Firm Regn. No. 004062N


Mar 31, 2011

1. We have audited the attached balance sheet of V & K Softech Limited as at 31st March 2011 and also the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides the reasonable basis for our opinion.

3. We report that:

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

Further to our comments in the Annexure referred to above:

b. 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.

c. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

d. The balance sheet, profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account.

e. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub - Section (3C) of Section 211 of the Companies act, 1956, in so far as they are applicable to the Company.

f. On the basis of the written representations received from the directors as on 31st March 2011 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of Clause (g) of sub Section (1) of Section 274 of the Companies Act 1956.

g. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give in conjunction with the Schedules annexed therewith, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

1. In the case of balance sheet, of the state of affairs of the companies as at 31st March 2011.

2. In the case of the profit and loss account of the profit for the period ended on that date.

3. In the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(V & K Softech Limited) [Referred to in paragraph 3 (a) thereof]

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

b) As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed.

c) The Company has not disposed off any part of its Fixed Assets during the year.

2. The Company is engaged in the business of Business Process Outsourcing (BPO) and development of Software Products. According to the information and explanations given to us by the management the Company does not hold any inventory and hence in our opinion paragraph 2 of the order is not applicable.

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

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

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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.

5. In our opinion and according to the information and explanations given to us there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to information and explanations given to us, the Company has not accepted deposits from public.

7. The Company is having internal audit system.

8. To the best of our knowledge and belief the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us the particulars of undisputed statutory dues of provident fund, employees state insurance and income tax were in arrears as at 31st March 2011 for a period of more than six months from the date they became payable and which have not been deposited are for Rs. 2,87,194/-, the amount relates to Previous year 2009-10, No dues for the current year is pending.

b) The Company does not have any disputed dues of sales tax / income tax / customs / wealth tax / excise duty /cess etc. which have not been deposited except the Income Tax Demand of Rs. 23, 10, 837/- for the assessment year 2005 - 2006 against which the Company has filed an appeal with ITAT, although the Income Tax Department has set off this liability against the Income tax Refund due for the A.Y.2010-2011. Therefore, the matter would be finalized on the order of ITAT.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year and the immediately preceding financial year.

11. According to the information and explanations given to us the Company has no dues to any financial institutions, bank or to debenture holders during the year.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society and therefore the provisions of special statute under paragraph (13) of the order are not applicable to the Company.

14. In our opinion and the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us the Company has not given the guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us the Company has not raised any term loans.

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

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19. According to the information and explanations given to us the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us the Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, during the year no material fraud on or by the Company has been noticed or reported.

For Venkata Srinivas Associates Chartered Accountants, Firm Regn. No.007441S

Sd/-

C. V. M. Srinivas Prop. M. No. 202765

Hyderabad, 28th May, 2011


Mar 31, 2010

1. We have audited the attached balance sheet of V & K Softech Limited as at 31st March 2010 and also the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides the reasonable basis for our opinion.

3. We report that :

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

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

b. 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.

c. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

d. The balance sheet, profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account.

e. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub - Section (3C) of Section 211 of the Companies act, 1956, in so far as they are applicable to the Company.

f. On the basis of the written representations received from the directors as on 31st March 2010 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of Clause (g) of sub Section (1) of Section 274 of the Companies Act 1956.

g. In cur opinion and to the best of our information and according to the explanations given to us, the said accounts give in conjunction with the Schedules annexed therewith, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

1. In the case of balance sheet, of the state of affairs of the companies as at 31st March 2010.

2. In the case of the profit and loss account of the profit for the period ended on that date.

3. In the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (V & K Softech Limited) [Referred to in paragraph 3 (a) thereof]

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

b) As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed.

c) The Company has disposed off a substantial part of its Fixed Assets during the year. According to the information and explanations given to us the management is under the process of making plans to replace the fixed assets that have been sold during the year. Hence such disposal, in our opinion, does not effect the going concern status of the Company.

2. The Company is engaged in the business of Business Process Outsourcing (BPO) and development of Software Products. According to the information and explanations given to us by the management the Company does not hold any inventory and hence in our opinion paragraph 2 of the order is not applicable.

3. a) The Company has not granted any loans,

secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956.

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

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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.

5. In our opinion and according to the information and explanations given to us there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to information and explanations given to us, the Company has not accepted deposits from public.

7. The Company is having internal audit system.

8. To the best of our knowledge and belief the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanations

given to us the particulars of undisputed statutory dues of provident fund, employees state insurance and income tax were in arrears as at 31st March 2010 for a period of more than six months from the date they became payable and which have not been deposited are as follows :

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

ESIC-

Employees contribution ESI 51,005 2009-2010

ESIC-

Employees Contribution ESI 1,47,612 2009-2010

Provident Fund Act

Employees Contribution PF 49,936 2009-2010

Provident Fund Act

Employers Contribution PF 59,992 2009-2010

b) The Company does not have any disputed dues of sales tax / income tax / customs / wealth tax / excise duty /cess etc. which have not been deposited except the Income Tax Demand of Rs. 23,10,837/- for the assessment year 2005 - 2006 against which the Company has failed an appeal with ITAT.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year and the immediately preceding financial year.

11. According to the information and explanations given to us the Company has no dues to any financial institutions, bank or to debenture holders during the year.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society and therefore the provisions of special statute under paragraph (13) of the order are not applicable to the Company.

14. In our opinion and the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other investments

15. According to the information and explanations given to us the Company has not given the guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us the Company has not raised any term loans.

17. Based on information and explanations given to us and on an overall examination of the balance sheet

of the Company in our opinion there are no funds raised on a short term basis which have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19. According to the information and explanations given to us the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us the Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, during the year no material fraud on or by the Company has been noticed or reported.



For Venkata Srinivas Associates,

Chartered Accountants,

Sd/-

C. V. M. Srinivas

Prop.

M. No. 202765

Firm Registration No. 007441S

Hyderabad, 29th May, 2010



 
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