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Auditor Report of WEP Solutions Ltd.

Mar 31, 2017

To the Members of WeP Solutions Limited

1. Report on Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of WEP SOLUTIONS LIMITED (hereinafter referred to as "the Holding Company") and its subsidiary (the Holding Company and its subsidiary together referred to as "the Group") comprising the Consolidated Balance Sheet as at March 31, 2017, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements").

2. Management''s Responsibility for the Consolidated Financial Statements

The Holding Company''s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group, 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company''s preparation of the consolidated 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 Holding Company''s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated 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 consolidated state of affairs of the Group as at 31st March, 2017, and their consolidated profit and their consolidated cash flows for the year ended on that date.

5. Other Matters

We did not audit the financial statements of the subsidiary which are included in the annual consolidated financial results, whose financial statements and financial information, which have been audited by other auditor whose audit report has been furnished to us, reflects total revenue of Rs.56.24 lakhs and net loss of Rs.93.24 lakhs for the year ended March 31, 2017 and total assets of Rs.74.54 lakhs as at the year ended March 31, 2017. Our opinion in respect thereof is based solely on the audit report of the auditor of the subsidiary.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditor.

6. Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account, as required by law relating to preparation of the aforesaid consolidated financial statements, have been kept, so far as it appears from our examination of those books.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2017, and taken on record by the Board of Directors of the Holding Company, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director, in terms of Section 164(2) of the Act.

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

(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 Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associates - Refer Note 2.26 (a) to the consolidated financial statements.

ii. The Group and its associates did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company (Group).

ANNEXURE - A TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF WeP SOLUTIONS LIMITED

(Referred to in Paragraph 1 point (f) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

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

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2017, we have audited the internal financial controls over financial reporting of WEP SOLUTIONS LIMITED (hereinafter referred to as "the Holding Company") as of that date.

2. Management''s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company 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 issued by the Institute of Chartered Accountants of India (ICAI). 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 the respective 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.

3. Auditor''s 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") issued by the ICAI 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 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 judgment, 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.

4. 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 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.

5. 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.

6. Opinion

In our opinion, the Holding 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, 2017, 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 N.M.Raiji & Co.

Chartered Accountants

Firm''s Registration Number: 108296W

Vinay D. Balse

Partner

Membership Number: 39434

Place: Mumbai

Date: May 27, 2017


Mar 31, 2016

. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of WeP SOLUTIONS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management''s Responsibility 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 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.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone 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 and the order under section 143 (11) of the Act.

We conducted our audit of 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 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 standalone financial statements.

4. Opinion

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 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 March 31, 2016, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2016,taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164 (2) 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 A"

(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 2.28 (a) to the financial statements;

ii. The Company did 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 Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India, in terms of sub section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure B" a statement on the matters specified in paragraph 3 and 4 of the Order.

1. 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 WeP SOLUTIONS LIMITED ("the Company") as at March 31, 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

2. 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 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.

3. 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 judgment, 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.

4. 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.

5. 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.

6. 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.

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

fixed assets.

(b) In accordance with the phased programme for verification of fixed assets, certain items of fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) Title deeds of immovable properties are held in the name of the Company.

(ii) Stocks of inventories have been physically verified during the year by the management. The Company has a perpetual inventory system. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stock and the book stock were not material in relation to the operations of the Company and have been properly dealt with in the books of account.

(iii) In respect of a loan given by the Company during the year, to its 100% subsidiary:

(a) the terms and conditions of the loan are not prejudicial to the Company''s interest;

(b) the schedule of repayment has presently not been stipulated;

(c) In the absence of a repayment schedule there are presently no overdue amounts.

(iv) According to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, in respect of loans, investments, guarantees and security.

(v) The Company did not have any deposits accepted from the public during the year. As such the question of complying with the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, with regard to deposits accepted from the public is not applicable. Further, there have been no proceedings before the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this matter.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act 2013, and of the opinion that prima facie, the prescribed accounts have been made and maintained.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account,

the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other dues, during the year, with the appropriate authorities.

(b) According to the information and explanations given to us, following are the dues of Income-tax, Sales-tax, Excise Duty and Service Tax which have not been deposited on account of disputes with the related authorities:

Sl.

Nature

Forum where

Financial year to which

Amount

No.

of the statute

dispute is Pending

the matter pertains

(in ''

1

Sales Tax

Commissioner of Sales Tax

2012-13

370,798

2

Sales Tax

Commissioner of Sales Tax

2013-14

752,522

Grand Total

1,123,320

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any outstanding debentures.

(ix) According to the information and explanations given to us, the Company has not availed of any term loans during the current financial year. The Company did not have any further public offer during the financial year.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

(xi) Managerial remuneration paid for the year 2015-16 is in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013.

(xii) To the best of our knowledge and belief, the Company is not a Nidhi Company; consequently clause (xii) of the Order is not applicable to the Company.

(xiii) To the best of our knowledge and belief and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013, and corresponding details have been disclosed in the Financial Statements, as required by the accounting standards.

(xiv) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review; consequently, the requirements of clause (xiv) of the Order are not applicable to the Company.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him; consequently, requirement under clause (xv) is not applicable to the Company.

(xvi) To the best of our knowledge and belief, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For N.M.Raiji & Co.

Chartered Accountants

Firm Registration Number: 108296W

Vinay D. Balse

Partner

Membership Number: 39434

Place:Mumbai

Date: May 28, 2016


Mar 31, 2015

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

2. Management's Responsibility 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 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) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions ofthe 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 Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe 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 ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal financial control relevant to the Company's preparation ofthe 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. 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 standalone financial statement.

4. Opinion

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 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 March 31,2015, and its profit and its cash flows for the years ended on that date.

5. Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issue by the Central Government of India in terms of subsection (11) of section 143 ofthe Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, the extent applicable.

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

(i) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary forthe 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 it appears from our examination of those books.

(iii) 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.

(iv) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

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

(vi) 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note-2.28(b) to the financial statements;

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in Paragraph 5(A) of our report ofeven date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) In accordance with the phased programme for verification of fixed assets, certain items of fixed assets, were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(ii) (a) Stocks of inventories have been physically verified during the year by the management. The Company hasa perpetual inventory system. lnouropinion, the frequency of such verification is reasonable.

(b) The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book stock were not material in relation to the operations of the Company and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, clause iii (a) and ii (b) of the Order are not applicable to the Company.

(iv) 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 nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) To the best ofour knowledge and according to the information and explanations given to us, the Company has not accepted any deposits during the year. Therefore, reporting under clause (v) of paragraph 3 of the Order is not required.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and of the opinion that prima facie, the prescribed accounts have been made and maintained.

(vii) (a) According to the information and explanations given to us and on the basis ofourexamination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, Cess and any other dues, during the year, with the appropriate authorities.

(b) According to the information and explanations given to us, and on the basis of our examination of the books of account, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, Cess were in arrears, as at March 31, 2015, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, and the records of the Company examined by us, there are no dues of Sales Tax, Income Tax, Customs Duty, Service Tax, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

(d) According to the information and explanations given to us and based on the examination of records, no amount was required to be transferred to Investor Education and Protection Fund, in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any outstanding debentures.

(x) The Company has not given any guarantee for loans taken by others from bank or financial institutions, consequently, clause (x) of the Order is not applicable to the Company.

(xi) According to the information and explanations given to us, term loans availed by the Company have been used for the purpose for which the loans were obtained.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

ForN.M. RAIJI&CO. Chartered Accountants Firm registration NO: 108296W

Vinay D. Balse Partner Membership No. 39434

Place: Mumbai Date: May 18,2015


Mar 31, 2014

1. Report on the Financial Statements: We have audited the accompanying financial statements of WEP SOLUTIONS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements: Management of the company 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.

3. 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 judgement, 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 entity''s 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.

4. 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 March 31, 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.

5. Report on Other Legal and Regulatory Requirements:

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

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

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

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

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

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

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

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

Annexure to the Auditor''s Report (Referred to in Paragraph 5 sub-paragraph 1 of our Report of even date)

(i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) A major portion of fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, so as to affect the going concern assumption.

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

(b) The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book stock were not material in relation to the operations of the Company and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, clause 3(b), (c), (d), (e), (f) and (g) of the Order are not applicable to the Company.

(iv) 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 nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) In our opinion and according to the information and explanations given to us, we are of the opinion that there are no contracts and arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956;

(vi) The company has not accepted any deposit from public; hence the provisions of section 58A and 58AA of the Companies Act, 1956 are not applicable.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts have been made and maintained.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Cess and any other dues, during the year, with the appropriate authorities.

(b) According to the information and explanations given to us, and on the basis of our examinations of the books of accounts, no undisputed amounts payable in respect of Income-tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Were in arrears, as at March 31, 2014, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, and the record of the Company examine by us, there are no dues of Sales Tax, Income Tax, Customs Duty, Service Tax, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

(x) As at the Balance Sheet date the Company does not have accumulated losses in excess of fifty percent of its net worth and has not incurred cash loss in the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any outstanding debentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities.

(xiii) To the best of our knowledge and belief and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) To the best of our knowledge and belief and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) During the year, the Company has not taken any term loans. In our opinion and according to the information and explanation given to us the term loans taken in the earlier years and outstanding during the year have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term investments.

(xviii) To the best of our knowledge and according to the information and explanations given to us, 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.

(xix) During the year the company did not have any outstanding Debentures.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For N.M. Raiji & Co.,

Chartered Accountants

Firm Regn. No: 108296W

Vinay D. Balse

Partner

Membership No. 39434

Place: Mumbai

Date : May 3, 2014


Mar 31, 2013

1. Report on the Financial Statements: We have audited the accompanying financial statements of WEP SOLUTIONS LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements: Management of the Company 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 misstatements, whether due to fraud or error.

3. 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 requirement 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 amount 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 reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

4. 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 March 31, 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.

5. Report on Other Legal and Regulatory Requirements:

i) As required by the Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraph 4 and 5 of the said order.

ii) Further to our comments in the Annexure referred to in Paragraph 5(i) above, as required by section 227(3) of the Act, we report that;

a. We have obtained all the information and explanation 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 dealt herewith comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

e. On the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance sheet date, from being appointed as a Director in terms of section 274 (1) (g) of the Companies Act, 1956;

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

Annexure to the Auditor''s Report

[Referred to in paragraph 5 (i) of our report of even date to the Members of WEP SOLUTIONS LIMITED on the financial statements for the year ended March 31, 2013].

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

b) A major portion of fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

(ii) a) According to the information and explanations given to us, the inventory has been physically verified by the management at the end of the year.

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

c) In our opinion, the company has maintained proper records of inventory. The discrepancies noticed on verification as compared to book stocks have been properly dealt with in the books of account.

(iii) The company has not taken / granted any loans secured or unsecured, to / from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) 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 inventory, fixed assets and for the sale of goods and services. No major weakness has been observed in the internal control system.

(v) According to the information and explanations provided by the management, we are of the opinion that there are no contracts and arrangements that need to be entered into the register maintained under section 301 of the companies Act 1956;

(vi) The company has not accepted any deposit from public; hence the provisions of section 58A and 58AA of the Companies Act, 1956 are not applicable.

(vii) In our opinion, the company has a system of internal audit, which is commensurate with the size and nature of business. However, it needs to be extended to the business transferred to the company during the year.

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by Central Government under Section 209 (I) (d) of the Companies Act, 1956 for maintenance of Cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) 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 generally regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Service Tax, Custom duty, Excise duty, Cess and any other applicable statutory dues with the appropriate authorities and no undisputed amounts were outstanding as at 31st March 2013 for a period of 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 sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) As at the balance sheet date, the company does not have accumulated losses in excess of fifty percent of its net worth and has not incurred cash loss in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedure and on the basis of the information and explanations given to us by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) According to the information and explanation 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.

(xiii) The Company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society; hence the provision of clause (xiii) of the paragraph 4 of the Order is not applicable to the Company.

(xiv) The Company does not deal or trade in shares, securities, debentures and other investments.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) During the year, the Company has taken the term loans. In our opinion and according to the information and explanation given to us the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we state that the funds raised on short-term basis have not been utilized for long term investment.

(xviii) According to the information and explanations given to us the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act 1956.

(xix) During the year the company does not have any outstanding Debentures.

(xx) During the year the Company has not raised any money by way of public issue.

(xxi) Based on the audit procedures performed and the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit. For N.M. Raiji & Co.,

Chartered Accountants

Firm Regn. No: 108296W

J.M. Gandhi

Partner

Membership No: 37924

Place: Bangalore

Date: 29th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of WEP SOLUTIONS LIMITED as at 31st March 2012, and also the related Profit and Loss Account and 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 generally accepted auditing standards applicable in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statements. An audit includes examining on 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 statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 duly amended by the dCa notification gSr 766 (E) dated 25th November 2004, (hereinafter to be referred to as "the Order") issued by the Central 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 & 5 of the said Order, to the extent applicable.

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 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 appears from our examination of those books.

c. The Balance Sheet, Profit & 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 are in compliance with the Accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors as on 31st March 2012 and taken on the record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to explanations given to us, the said Balance Sheet and Profit and Loss Account read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & 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 2012

ii) In the case of Profit and loss Account of the Loss for the year ended on that date

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

Annexure To The Auditor's Report

[Referred to in paragraph 3 of the our report of even date to the Members of WEP SOLUTIONS LIMITED on the financial statements for the year ended March 31, 2012].

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

(b) A major portion of fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

(ii) (a) According to the information and explanations given to us, the inventory has been physically verified by the management at the end of the year.

(b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) In our opinion, the company has maintained proper records of inventory. The discrepancies noticed on verification as compared to books stocks have been properly dealt with in the books of account.

(iii) The company has not taken/granted any loans secured or unsecured, to/from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(Iv) 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 inventory, fixed assets and for the sale of goods and services.

(v) The company has maintained the details of all contracts and arrangements that need to be entered into the register maintained under section 301 of the companies Act 1956;

(vi) The company has not accepted any deposit from public; hence the provisions of section 58A and 58AA of the Companies Act, 1956 are not applicable.

(vii) In our opinion, the company has a system of internal audit, which is commensurate with the size and nature of business.

(viii) According to the information and explanations given to us and on the basis of our examination of books of accounts, maintenance of cost records has not been prescribed for the operations of the company by the Central Government under clause (d) sub section (1) of Section 209 of the Companies Act, 1956.

(ix) (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 undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Service Tax, Custom duty, Excise duty, Cess and any other applicable statutory dues with the appropriate authorities and no undisputed amounts were outstanding as at 31st March 2012 for a period of 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 sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) As at the balance sheet date, the company has neither accumulated losses in excess of fifty percent of its net worth and has not incurred cash loss in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedure and on the basis of the information and explanations given to us by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) According to the information and explanation 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.

(xiii) The Company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society; hence the provision of clause (xiii) of the paragraph 4 of the Order is not applicable to the Company.

(xiv) The Company does not deal or trade in shares, securities, debentures and other investments.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) During the year, the Company has taken a term loan. In our opinion and according to the information and explanation given to us the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we state that the funds raised on short-term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act 1956.

(xix) During the year the company does not have any outstanding Debentures.

(xx) During the year the Company has not raised any money by way of public issue.

(xxi) Based on the audit procedures performed and the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For N.M. Raiji & Co.,

Chartered Accountants

Firm Reg. No: 108296W

J.M. Gandhi

Partner

Membership No: 37924

Place: Bangalore

Date: 25th May 2012


Mar 31, 2011

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

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

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

Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(a) we have obtained all 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 maintained by the Company, so far as it appears from our examination of those books of accounts.

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

(d) in our opinion the the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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 Cash Flow statement of the cash flows for the year ended on that date.

On the basis of written representations received from directors of the Company as at March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is prima facie disqualified 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 3 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

(b) The fixed assets have been physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such verification and there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its business.

(c) Fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the company.

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and book records were not material; however the same have been properly dealt with the books of accounts.

(iii) (a) The company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Act.

As the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Act, reporting under clause 4 (iii) (b), (c) and (d) of Companies (Auditors' Report) Order, 2003 is not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of software and other products. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a)According to the information and explanations given to us the particulars of contracts and arrangements that needs to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) Where each of such transaction is in excess of Rs.5.00 Lakhs in respect of any party, the transaction have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted / renewed any deposits from the public during the year.

(vii) We are of the opinion that there is no internal audit system which is commensurate with the size and nature of its business.

(viii) As informed to us maintenance of cost records has not been prescribed for the operations of the company by the Central Government under clause (d) of sub-section (1) of the Section 209 of the Companies Act, 1956.

(ix)(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Income-tax(TDS) and Service Tax applicable to it during the year with appropriate authorities. The undisputed dues which are payable for a period of more than six months from the date they became payable as at 31st March 2011 is NIL.

(b) According to the information and explanations given to us, there are no amounts in respect of income tax, customs duty, wealth tax, cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) The accumulated losses of the Company does not exceed fifty percent of its net worth as at March 31, 2011. The company has not incurred cash losses during the current financial year ended March 31, 2011.

(xi) In our opinion and according to the information and explanation given to us, the company has not borrowed funds from any financial institutions or banks and has not issued any debentures.

(xii) According to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society.

(xiv) According to the information and explanations given by the management, the Company is not dealing or trading in shares, securities, debentures & other investments.

(xv) 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.

(xvi) According to the information and explanation given to us, the company has not taken any term loan.

(xvii) According to the information and explanations given to us and on overall examination of the Financial Statements of the Company, we report that no funds raised on short term basis have been used for long term investment. The company has not raised any funds on long term basis.

(xviii) The company has not made any preferential allotment of shares to parties or companies to be covered in the register maintained under Section 301 of the Companies Act, 1956 and hence clause 4 (xviii) of Companies (Auditors' Report) Order, 2003 is not applicable.

(xix) The Company did not have outstanding debentures during the year. Accordingly, no securities have been created.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the year.

For CGS & Co. Chartered Accountants Registrationn No: 005830S

A R Valisha Shakeel Partner Membership No. 203926

Place : Bangalore Date : 6th August, 2011


Mar 31, 2010

We have audited the attached Balance sheet of DATANET SYSTEMS LIMITED as at March 31, 2010, the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. these financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In accordance with the provisions of section 227 of the Companies act, 1956, we report as under:

1. As required by the Companies (auditors report) Order, 2003 issued by the Central Government of India in terms of section 227 (4a) of the Companies act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Attention is drawn to Note no. 16 and 17 on schedule N to the accounts regarding the preparation of accounts on a going concern basis despite the erosion of networth as at 31st March 2010 , the appropriateness of which we are unable to comment on in the absence of significant progress in the performance of the company.

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

(a) We have obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit subject to our comments in paragraph 2.

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

(c) The financial statements dealt with by this report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statement dealt with by this report comply with the accounting standards issued by the institute of Chartered accountants of India referred to in sub-section (3C) of section 211 of the Companies act, 1956.

(e) On the basis of written representations received from directors of the Company as at March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is prima facie disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies act, 1956.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 loss for the year ended on that date; and

iii) In the case of Cash Flow statement of the cash flows for the year ended on that date.

Annexure to the Auditors Report (Referred to in paragraph 1 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

(b) The fixed assets have been physically verified by the Management during the year. we have been informed that no material discrepancies were noticed on such verification and there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its business.

(c) Fixed assets disposed off during the year were not substantial and hence reporting under clause 4 (i) (c) of the Companies (auditors report) Order, 2003 is not applicable.

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. the discrepancies noticed on physical verification between the physical stocks and books records were not material; however the same have been properly dealt with the books of accounts.

(iii) (a) The company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the act.

As the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the act, reporting under clause 4 (iii) (b), (c) and (d) of Companies (auditors report) Order, 2003 is not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of software and other products. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies act, 1956.

As there are no transactions that need to be entered into the register maintained under section 301 of the Companies act, 1956, reporting under clause 4 (V) (b) of Companies (auditors report) Order, 2003 does not arise.

(vi) The Company has not accepted / renewed any deposits from the public during the year.

(vii) We are of the opinion that the Companys internal audit system needs to be strengthened to make it commensurate with the size, nature of its business.

(viii) As informed to us maintenance of cost records has not been prescribed for the operations of the company by the Central Government under clause (d) of sub-section (1) of the section 209 of the Companies act, 1956.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not been regular in depositing undisputed statutory dues including Provident Fund, income-tax(tDs) and service tax applicable to it during the year with appropriate authorities. the undisputed dues which are payable for a period of more than six months from the date they became payable as at 31st March 2010 is Rs. NIL. the Company has not paid penal damages and interest on late remittances and it is found that the same will be payable on demand.

(b) According to the information and explanations given to us, there are no amounts in respect of income tax, customs duty, wealth tax, cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) The accumulated losses of the Company exceed fifty percent of its networth as at March 31, 2010. the company has incurred cash losses during the current financial year ended March 31, 2010 and also in the immediately preceding financial year ended on 31st March 2009.

(xi) In our opinion and according to the information and explanation given to us, the company has not borrowed funds from any financial institutions or banks and has not issued any debentures.

(xii) According to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society.

(xiv) According to the information and explanations given by the management, the Company is not dealing or trading in shares, securities, debentures & other investments.

(xv) 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.

(xvi) According to the information and explanation given to us, the company has not taken any term loan.

(xvii) According to the information and explanations given to us and on overall examination of the Financial statements of the Company, we report that no funds raised on short term basis have been used for long term investment. the company has not raised any funds on long term basis.

(xviii) The company has not made any preferential allotment of shares to parties or companies to be covered in the register maintained under section 301 of the Companies act, 1956 and hence reporting under clause 4 (xviii) of Companies (auditors report) Order, 2003 does not arise.

(xix) The Company did not have outstanding debentures during the year. accordingly, no securities have been created.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the year.

For CGS & Co.

Chartered Accountants

(A.R. Valisha Shakeel)

Partner

Place : Bangalore Membership No. 203926

Date : May 28, 2010 Firm Regn No. 0058305

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