Auditor Report of Wisec Global Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Wisec Global Limited ("the Company"), which comprise the Balance Sheet as at 31st March , 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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of ("the 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 of 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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

Opinion

subject to our comment in para (f), (g) & (h) below, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015; and

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

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

Report on Other Legal and Regulatory Requirements

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

a) subject to our comment in para (f), (g) & (h) below, 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) subject to our comment in para (f), (g) & (h) below, 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) subject to our comment in para (f), (g) & (h) below, In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) As explained in clause IF of the financial statements, the company is having a technical know how in the books of accounts which is being shown as Intangible asset. During the year under Audit, the company had not amortized the value of technical know how in the statement of profit & loss account, like other tangible asset. Further the management had not made available any record/documentary evidence for its life so as to determine the value of amortization to be done on year to year basis. As a result we are unable to comment on the accuracy of the valuation being done for intangible asset as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements.

g) As explained in clause 1G of the financial statements, the company is having a technical know how in the books of accounts which is being shown as Intangible asset. During the year under Audit, the company had not provided for such impairment losses, if any, relating to Intangible asset (Technology Know Flow). As a result we are unable to comment on the accuracy of the valuation being done for intangible asset as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements.

h) As explained in clause 1H of the financial statements, the monetary assets and liabilities denominated in foreign currency are not translated at the yearend rates and the resultant gain/losses on foreign exchange translations are not recognized in the Statement of Profit and Loss. As a result we are unable to comment on the accuracy of the valuation being done for the monetary asset and liabilities denominated in foreign currency as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures . forming part of the financial statements.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 4 & 5 of our report of even date on the accounts for the year ended March 31, 2015, of Wisec Global Limited

i) a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset.

b) As per the representation given by the Management, the company has conducted physical verification of its fixed assets at reasonable intervals and no material discrepancies were noticed during such verification.

ii) The Company is not the in the business of trading of goods, therefore there is no inventory and hence the clause is not applicable to the company.

iii) 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 Act. Hence, no comment is made on receipt of principal amount and interest thereon.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. There is no failure in correcting major weakness in internal control system.

v) The company has a due and outstanding of Rs. 19.01 Lacs as on 31st March 2015 towards public deposit with the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules framed there under. All the directives issued by the Reserve Bank of India and the provisions of Companies Act 2013 are duly complied with.

vi) The company is not required to maintain the cost records as prescribed by the Central Government under sub section (1) section 148 of Companies Act, 2013.

vii) (a) In our opinion and according to the information and explanations given to us the company is regular in depositing provident fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, VAT, cess and any other statutory dues with the appropriate authority.

(b)There is no undisputed amount with respect to Income tax. Wealth Tax, Sales Tax, Custom Duty and Excise Duty as at 31s1 March 2015, Which were due for more than six months from the date they became payable for payment.

(c) The company did not paid any dividend during the year. Hence provisions regarding transfer of funds to Investor Education and Protection Fund are not applicable.

viii) The Company had accumulated losses more than 50% of its net worth at the end of the financial year; the Company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

ix) Based on our audit procedures and the information and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to any bank or financial institution. As informed to us no money has been raised through debentures by the company.

x) According to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions.

xi) The Company had not taken any loan during the year. Hence this clause is not applicable.

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

For SMS & ASSOCIATES Chartered Accountants

Sd/- (Shukdev Sadhoo) Partner Place: New Delhi M No. 084188 Firm Reg No. 018687N

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

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

Opinion

subject to our comment in para (vi), (vii), (viii) & (ix) below, in our opinion and to the best of our information and according to the explana -tions given to us, the financial statements give the information requi -red by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. 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.

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

i. subject to our comment in para (vi), (vii), (viii) & (ix) below, we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

ii. subject to our comment in para (vi), (vii), (viii) & (ix) below, 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

iv. subject to our comment in para (vi), (vii), (viii) & (ix) below, in our opinion, the Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956.

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

vi. As explained in clause IF of the financial statements, the company is having a technical know how in the books of accounts which is being shown as Intangible asset. During the year under Audit, the company had not amortized the value of technical /mow how in the statement of profit & loss account, like other tangible asset. Further the management had

not made available any record/documentary evidence jor its life so as to determine the value of amortization to be done on year to year basis. As a result we are unable to comment on the accuracy of the valuation being done for intangible asset as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements. .

vii. As explained in clause 1G of the financial statements, the company is having a technical know how in the books of accounts which is being shown as Intangible asset. During the year under Audit, the company had hot provided for such impairment losses, if any, relating to Intangible asset (Technology Know How). As a result we are unable to comment on the accuracy of the valuation being done for intangible asset as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements.

viii. As explained in clause 1H of the financial statements, the monetaiy assets and liabilities denominated in foreign currency are not translated at the year end rates and the resultant gain/losses on foreign exchange translations are not recognized in the Statement of Profit and Loss. As a result we are unable to comment on the accuracy of the valuation being done for the monetary asset and liabilities denominated in foreign currency as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements.

ix. As explained clause II of the financial statements, the charge in the profit & loss account for gratuity and leave encashment is not based on the actuarial valuation by an independent actuary. The calculation of the same has been done by the management at their own. As a result we are unable to comment on the accuracy of the valuation being done for the gratuity and leave encashments (including all employee benefits) as at the year end and its resultant impact on the profit/loss for the year, reserve & surplus and the related disclosures forming part of the financial statements.

SMS & Associates Firm Registration No: 018687N

place : New Delhi Shukdev Sadhoo Date : 26/05/2014 Membership No: 084188

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 4 & 5 of our report of even date on the accounts for the year ended March 31, 2014, of Wisec Global Limited

i) a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset.

b) As per the representation given by the Management, the company has conducted physical verification of its fixed assets.

c) In our opinion and according to the information and explanation given to us, fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii) a) The Company is not the in the business of trading of goods, therefore there is no inventory and hence the clause is not applicable to the company.

iii) a) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on number of parties and amount involved in the transaction.

b) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on rate of interest and other terms & conditions.

c) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on payment of Principal amount and interest.

d) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on whether steps have been taken by the company for recovery / payment of the principal and interest.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods.

v) a) In our opinion and according to the information and explanations given to us.

The company did not enter into any transaction which needs to be entered into a register maintained under section 301. Hence, no comment is made on the question.

b) The company did not enter any transaction which needs to be entered in the register maintained under section 301. Hence, no comment is made whether transactions were made at reasonable prices or not.

vi) The company has a due and outstanding of Rs. 20.65 Lacs as on 31st March 2014 towards public deposit with the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

vii) The Company did not have an internal audit system during the year.

viii) The company is not required to maintain the cost records as prescribed by the Central Government under section 201(1) (d) of Companies Act, 1956.

ix) In our opinion and according to the information and explanations given to us there is no undisputed amount with respect to Income tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty as at 31st March 2014, which were due for more than six months from the date they became payable.

x) The Company had accumulated losses more than 50% of its net worth at the end of the financial year; the Company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

xi) Based on our Audit procedures and the information and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to any bank. As informed to us no money has been raised through debentures by the company.

xii) The company has not granted any loans or 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 or Mutual benefit Society. Hence, the provisions of special statute are not applicable on the company.

xiv) The company is not dealing or trading in Shares, Securities, Debentures and other investment. Hence, no comment is made on the maintenance of record.

xv) According to the information and explanations given to us, the company has not given any guarantee for the loans by others from banks and financial institutions.

xvi) The Company had not taken any term loan. Accordingly the provision is not applicable.

xvii) According to the information and explanations given to us, the company has not raised any funds on short term basis.

xviii) The company has not made any preferential allotment of shares to parties and companies covered under the registers maintained U/s 301 of the Act. Accordingly the provision is not applicable.

xix) The Company has not issue any debentures during the year. Accordingly the provision is not applicable.

xx) The company has not raised any money by way of public issue. Accordingly '' the provision is not applicable.

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

For SMS & ASSOCIATES Chartered Accountants

(Shukdev Sadhoo) Partner Place: New Delhi M No. 084188 Date :26/05/2014 Firm Reg No. 018687N

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Wisec Global Limited ("the Company"), whiah comprise the Balance Shed as at 31VI March . 201 3. and Statement of Profit and Loss lor the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance will) 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.

Auditors'' 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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

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:

(a) In the case of the Balance Sheet, of the state bf affairs of the Compam «s at 31* March, 2013; and

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

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

1. Report on Other Legal and Regulatory Requirements

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

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

(a) ''We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

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

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

ANNEXUKE TO THE AUDITORS'' REPORT

Referred to in paragraph 4 & 5 of our report of even dale on the accounts for the year ended March 31, 2013, of Wisec Global Limited

i) a) In our opinion, proper records to show full particulars including quantitative details and situations of fixed asse''ts are in the process of being maintained.

b) The company has physically verified the fixed assets during the year and the procedure for verification is right

c) No*comment is offered on disposal of fixed assets as the company did not dispose of any fixed assets during the year.

ii) a) The Company is not the in the business of trading of goods, therefore there is no inventory and hence the clause is not applicable to the company.

iii) a) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on number of parties and amount involved in the transaction.

b) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on rale of interest and other terms & conditions.

c) The company has not taken or granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301. Hence, no comment is made on payment of Principal amount and interest.

d) The company has not taken or gianved any loans, secured unsecured, to or from companies, firms or other parties covered in the register maintained under section 30.1. Hence, no comment is made on whether steps have been taken by the company for recovery / payment of the principal and interest.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods.

v) . a) In our opinion and according to the information and explanations given to us. ''The company did not enter into any transaction which needs to be entered into a register maintained under section 301. Hence, no comment is made on the question.

b) The company did not enter any transaction which needs to be entered in the register maintained under section 301. Hence, no comment is made whether transactions were made at reasonable prices or not.

vi) The company has a due and outstanding of Rs. 21.16 lacs ;s on 31" March

2013 towards public deposit with the meaning of Section 58A of the Companies Act. 1956 and the rules framed there tinder.

vii) The Company did not have an internal audit system during the year.

viii) Tlie company is not required to maintain the cost records as prescribed by the Central Government under section 201(1) (d) of Companies Act. 1956.

ix) In our opinion and according to the information and explanations given to us there is "no undisputed amount with respect to Income tax. Wealth Tax, Sales lax. Custom Duty and Excise Duty as at 31" March 2013. Which were due for more than six months from the date they became pavahkr

x) The Company had accumulated losses more than 50% of its net worth at the end of the financial year: the Company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

xi) Based on our Audit procedures and the information and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to any bank. As informed to us no money has been raised through debentures by the company.

xii) The company has not granted any loans or 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 or Mutual benefit Society. Hence, the provisions of special statute arc not applicable on the company.

xiv) The company is not dealing or trading in Shares, Securities. Debentures and other investment. Hence, no comment is made on the maintenance of record.

xv) According to the information and explanations given to us. the company has not given any guarantee for the loans by others from banks and financial institutions.

xvi) The Company had not taken any term loan. Accordingly the provision is hot applicable.

xvii) According to the information and explanations given to us. the company has not raised any funds on short term basis.

xviii) The company has not made any preferential allotment of shares to parties and companies covered under the registers maintained l;/s 301 of the Act. Accordingly the provision is not applicable.

xix) The Company has not issue any debentures during the year. Accordingly the provision is not applicable.

xx) The company has not raised any money by way of public issue. Accordingly the provision is not applicable.

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



SMS & Associates

Firm Reg. No.018687N



Sukhdev Sadhoo

Partner

Membership No.084188



Place: New Delhi

Date: 29.05.2013

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Mar 31, 2010

We have audited the attached Balance Sheet of Wisec Global Limited (the Company) as at 31st March, 2010 and the Profit and Loss account for the year ended on the date and the cash flow statement of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by Companies (Auditors 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 the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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 examinations of the those books.

c) The Balance Sheet and 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 Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

e) As per the information and explanation given to us none of the director is disqualified as on 31st March, 2010 from being appointed as a Director under 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 read together with notes to accounts in Schedule 13 attached, give the information required by the Companies Act, 1956 in the Manner so required and given a true and fair view:

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

(ii) In Case of Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in the Auditors report to the members of Wisec Global Limited (the Company) for the year ended 31st March, 2010. We report that:

1. (a) According to the information and explanations given to us and on the basis of the books and records examined by us in the normal course of audit to the best of our knowledge and belief, we state that company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However the same needs to be updated.

(b) The management has physically verified the fixed assets of the company.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of its fixed assets during the year.

2 The management during the year has physically verified the stocks of finished goods of the Company.

In our opinion and according to the information and explanation given to us the procedures of physical verification of stocks followed by the management is reasonable in relation to the size of the Company and nature of is business. No material discrepancies were noticed on verification between the physical stock and book records.

3. 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 Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of the audit.

5. In our opinion, and according to the information and explanations given to us the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered and the transactions have been made of prices which are reasonable with regards to the prevailing market prices at the relevant time.

6. The Company has an outstanding of Rs. 68.21 Lacs as on 31st March 2010 towards public deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

7. The Company did not have an internal audit system during the year.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for the business activities of the Company.

9. In our opinion and according to the information and explanations given to us there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty as at March 31st 2010, which were due for more than six months from the date they became payable.

10. The companys had accumulated losses at the end of the Financial Year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. Based on our Audit procedures and the information and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to any bank. As informed to us no money has been raised through debentures by the company.

12. Since the Company has not granted any loans and advances on the basis of security of pledge of shares, debenture and other securities, this clause is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, Clause 4 (xiii) of the order is not applicable.

14. As per the information and explanation given to us, the Company has maintained records in respect of transactions and contracts in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken from banks or financial institution Accordingly clause 4 (xv) of the order is not applicable.

16. The Company has not obtained any term loans. Accordingly, clause 4

(xvi) of the order is not applicable.

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

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

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

FOR SMS & ASSOCIATES

Chartered Accounts

Shukdev Sadhoo

New Delhi Partner

June 25, 2010 Membership No. 084188

---

Mar 31, 2009

We have audited the attached Balance Sheet of Wisec Global Limited (the Company) as at 31st March, 2008 and the Profit and Loss account for the year ended on the date and the cash flow statement of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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 examinations of the those books.

c) The Balance Sheet and 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 Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

e) As per the information and explanation given to us none of the director is disqualified as on 31st March, 2008 from being appointed as a Director under 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 read together with notes to accounts in Schedule 13 attached, give the information required by the Companies Act, 1956 in the Manner so required and given a true and fair view:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at March 31,2008.

(ii) In Case of Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in the Auditors report to the members of Wisec Global Limited (the Company) for the year ended 31st March. 2009. We report that:

1 (a) According to the information and explanations given to us and on the basis of the books and records examined by us in the normal course of audit to the best of our knowledge and belief, we state that company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However the same needs to be updated.

(b) The management has physically verified the fixed assets of the company.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of its fixed assets during the year.

2 The management during the year has physically verified the stocks of finished goods of the Company.

In our opinion and according to the information and explanation given to us the procedures of physical verification of stocks followed by the management is reasonable in relation to the size of the Company and nature of is business. No material discrepancies were noticed on verification between the physical stock and book records.

3. 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 Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of the audit.

5. In our opinion, and according to the information and explanations given to us the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered and the transactions have been made of prices which are reasonable with regards to the prevailing market prices at the relevant time.

6. The Company has an outstanding of Rs. 84.72 Lacs as on 31st March 2009 towards public deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

7. The Company did not have an internal audit system during the year.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for the business activities of the Company.

9. In our opinion and according to the information and explanations given to us there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty as at March 31st 2008, which were due for more than six months from the date they became payable.

10. The companys had accumulated losses at the end of the Financial Year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

11. Based on our Audit procedures and the information and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to any bank. As informed to us no money has been raised through debentures by the company.

12. Since the Company has not granted any loans and advances on the basis of security of pledge of shares, debenture and other securities, this clause is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, Clause 4 (xiii) of the order is not applicable.

14. As per the information and explanation given to us, the Company has maintained records in respect of transactions and contracts in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken from banks or financial institution Accordingly clause 4 (xv) of the order is not applicable.

16. The Company has not obtained any term loans. Accordingly, clause 4 (xvi) of the order is not applicable.

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

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

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

FOR SMS & ASSOCIATES

Chartered Accountants

(Shukdev Sadhoo) New Delhi Partner

June 26,2008