Auditor Report of ACCEL Ltd.

Mar 31, 2018

Report on the Audit of Standalone Ind AS Financial Statements:

We have audited the accompanying Standalone Ind AS financial statements of M/s Accel Transmatic Limited ("the company"), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss, the Statement of Changes in Equity & Cash flow Statement as at 31st March 2018 and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the state of affairs, Profit(including other comprehensive income), Cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards(Ind AS) prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS financial statements based on our audit.

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the company as at 31st March 2018, and its profits(including other comprehensive Income),its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

a) The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st April 2016 included in these Standalone Ind AS financial statements, are based on the previously issued Statutory Financial statements prepared in accordance with the Companies (Accounting Standards) rules ,2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017 and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us.

b) As stated in Note no 2 B, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs.2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company. Our opinion is not modified in respect of these matters

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 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- A" a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion proper books of 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, Cash flow Statement and Statement of Changes in the Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) The matters described in the Sub Para A and B of Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

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

h) With respect to the other matters 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 litigation on its financial position in its standalone Ind AS financial statements Refer Note-29 to the standalone Ind AS financial statements.

ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE- A TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in Independent Auditors Report to the members of the Company of Standalone Ind AS financial statements for the year ended 31st March 2018, we report that:

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

b) We are informed that fixed assets have been physically verified by the Management at reasonable intervals and that no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and based on the explanation of the records of the company and also having regard to the confirmation received from banks in respect of title deems deposited with them wherever applicable and also legal opinion received in a case, we report that the title deeds of immovable properties are held in the name of the company.

ii) We are informed that the physical verification of inventory has been conducted by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us, the company has neither granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore the provisions of paragraph 3(iii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

iv) According to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the Companies Act, 2013, with respect to the loan and investment made.

v) According to the information and explanations given to us, the company has not accepted deposits during the year, hence the provisions of paragraph 3(v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

vi) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the company.

vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities during the year except as noted below:

Name of the Statue	Nature	Amount (Rs )
Provident Fund Act, 1952	Provident Fund	34,662
Income Tax Act, 1961	TDS	34,98,668
Sales Tax Act, TN	Sales Tax	2,64,030
Employee State Insurance Act, 1948	ESI contribution	6,901

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as at 31st March 2018 for a period of more than six months. Except in the case of Income Tax which have not been deposited by the company on account of disputes (stay deposit 2012-13 Rs. 402326 dt. 22-9-16 2013-14 Rs. 392380 dt. 13-2-17)

Nature of Dues	Amount (Rs in Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax	46.26	AY 2011-12	Income Tax Appellate Tribunal, Kochi
Service Tax	15.79	AY 2005-07	CESTAT, Bangalore
Customs Duty	0.16	AY 2010-11	Honorable High Court
PF & Others	30.24	AY 2010-11 Onwards	EPF Appellate Tribunal, Delhi & Kerala High Court

viii) According to the information and explanations given to us and based on our audit procedures we are of the opinion that the Company has not defaulted in repayment of dues to banks, except in the case of Asset backed loan availed from the banks during the year which have been belatedly settled as below:

MONTH	DUE (INSTALMENT INTEREST)	REPAYMENT	DUE DATE	PAYMENT DATE	DELAY(in days)
MAR-17	1,083,930	1,083,930	01/04/2017	18/04/2017	17
APR-17	1,047,400	1,047,400	01/05/2017	15/06/2017	45
MAY-17	1,057,241	1,057,241	01/06/2017	29/07/2017	58
JUN-17	1,045,786	1,045,786	01/07/2017	29/07/2017	28
JUL-17	3,617,087	3,617,087	01/08/2017	03/11/2017	94
AUG-17	33,025	33,025	01/09/2017	03/11/2017	63
SEP-17	32,841	32,841	01/10/2017	03/11/2017	33
OCT-17	33,465	33,465	01/11/2017	03/11/2017	2
NOV-17	2,179	2,179	01/11/2017	06/11/2017	5

ix) According to the information and explanations given to us and based on our audit procedures, we are of the opinion that the Company has not raised moneys by way of initial public offer or further public offer and terms loans. Hence, provisions of the paragraph 3(ix) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees or officers has been noticed or reported course of our audit.

xi) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Therefore the provisions of the clause 3(xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

xiii) According to the information and explanation given to us and on the basis of our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Note no 31 to the standalone Ind AS financial statement as required by applicable accounting standards.

xiv) According to the information and explanations given to us and based on our audit procedures, the company has not made preferential allotment or private placement of shares during the year.

xv) According to the Information and explanations given to us and based on our audit procedures, the company has not entered into any non-cash transaction with directors or persons connected with them. Therefore the provisions of the paragraph 3(xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

xvi) According to the information and explanations given to us and based on our audit procedures, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure -B to the Independent Auditors'' Report on Standalone Ind AS financial Statements of M/s Accel Transmatic Limited.

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 M/s. Accel Transmatic Limited ("The Company") as of 31 March 2018 In conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Reporting

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 (''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 company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s 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.

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 thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, 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 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For and on behalf of

Vijayakumar & Easwaran

Chartered Accountants

Firm Regn. No. : 004703S

Date: 30.05.2018 Sam Kuruvilla B.Com, FCA

Place : Chennai Partner (M.No.21805)

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Mar 31, 2015

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

Management's Responsibility for the 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 arc 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 financial statements are free from material misstatement.

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

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

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 31st March, 2015 and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

i) We draw attention to Note No.9.7 As stated therein, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property rights amounting to Rs. 5,43,76,881/- carried in the books as Intangible Asset to be not: less than its carrying amount . Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however, depend upon crystallization of enquiries received by the company.

ii) Also, as stated in Note No.4.1, the Company has suffered cash loss from its operations during the year. The Net Worth of the Company has been fully eroded as at: the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs.1,46,71,393/- . This, read with the matters stated in para (i) above, raises serious doubt about the ability of the Company to continue as a going concern.

iii) Attention is Invited to Note No.21.9. As stated therein, the proposal of merger of the holding Company with the Company w.e.f. 1st April, 2014(Appolnted Date) is pending before the Stock Exchange, and hence no adjustments have been made in the Accounts towards the same.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1, As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section(ll) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable,

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

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

(b) in our opinion proper books of 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 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) The matters discussed in sub- para (i) and (ii) under "Emphasis of Matter" paragraph above, in our opinion, may have an adverse impact on the functioning of the Company

(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:

(h) the Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note-21,6 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 a delay of 7 months and 26 days for transfer of an amount of Rs.1,01,817, to the Investor Education and Protection and Protection Fund, The amount was due to be transferred on 23rd September 2014, The transfer, however is seen made only on 19th May 2015,

Annexure Referred to In Paragraph 1 of the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

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

b. The fixed assets of the company have been physically verified by the management during the year, which, In our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification,

(ii) The Company does not carry any Inventory as at the year end and hence, the question of physical verification of inventory docs not arise. Hence the Paragraph (ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor's Report) Order, 2015 are not commented upon by us,

(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 Companies Act, 2013. Hence, relative reporting requirement of the Order is not applicable and not commented upon.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fixed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the company at this stage.

(vii) a. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, there are certain delay In depositing Income Tax, Service Tax, Sales Tax, Employees State Insurance and Employees Provident with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except Income Tax (Tax deducted at source) Rs. 14,12,206/-

b. According to the information and explanations given to us and the records of the Company examined by us, the following disputed amounts have not been deposited with the authorities as at 31st March, 2015 as per details given below:

Nature of dues Period to Amount Forum where the which dispute is pending relates

Income Tax AY 2008-09 TO 1,38,11,559 Income Tax Appellate AY 2010-11 Tribunal Kochi

Customs Duty 2010 - 11 33,88,000 Honorable High Court Of Kerala

c. According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time, except to the extent mentioned in para 2(g)(iii) of the report.

(viii) The accumulated loss at the end of the financial year is more than 50% of its net worth. The company has incurred cash loss In the financial year and in the immediately preceeding financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any banks or financial institution

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

(xi) According to the information and explanations given to us and the records of the company examined by us, the Company has not availed any term loans during the year and hence relative clause is not commented upon.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Varma & Varma Chartered Accountants Firms' Registration No. 04532S

Chennai P.R.Prasanna Varma 26th May, 201.5 Partner Membership No.025854

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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.

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 of affairs of the Company as at March 31, 2014;

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

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

Emphasis of Matter

i. We draw attention to Note No. 10.7. As stated therein, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property rights amounting to Rs. 7,33,26,687/- carried in the books as Intangible asset to be not less than its carrying amount. The pattern/quantum of the cash flows would essentialy depend upon crystallisation of enquiries received by the company. Hence, no adjustment for impairment is made in the books of account.

ii. Also as stated in Note no. 4.1, the Company has suffered cash loss from its operations during the year. The Net worth of the company has been fully eroded as at the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs. 3,44,38,630/-. This, read with the matters stated in para (i) above, raises concerns about the ability of the Company to continue as a going concern. However, in view of the facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

Our opinion is not qualified in respect of the above.

Report on Other Legal & 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:

a. we have obtained all the information and explanation, except to the extend stated in Note No. 13, 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 notified under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013;

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 are 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.

ANNEXURE REFERRED TO IN OUR AUDIT

REPORT OF EVEN DATE

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

b. The fixed assets of the company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification.

c. There has not been disposal of any substantial portion of fixed assets of the company during the year, which would affect the status of the company as a going concern.

2. The Company does not carry any Inventory as at the year end and hence, the question of physical verification of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor''s Report) (Amendment) Order are not commented upon by us.

3. a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Number of Parties Maximum Amount Balance as on Outstanding 31.03.2014

3 19,64,58,210/- 11,61,21,127/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest of the company.

d. As per the information and explanations given to us, the company is not regular in payment of principal amount and interest thereon as stipulated.

4. In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fixed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

5. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the period and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. The company has an adequate internal audit system which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9. a. There were delays in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below:-

(Amount in Rupees)

Particulars Outstanding at Payable for the end of the more than 6 year months

Provident fund 21,532 -

Employees State Insurance 1,27,159 1,08,063

Professional Tax 57,538 57,538

Tax Deducted at Source 49,79,856 48,36,269

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been deposited on account of any dispute, as at the year end, except the following

Sl Particulars Amount involved Forum where No (Rs in lacs) Dispute is pending

1 Income tax Demands 1,36,11,559 CIT Appeals

2 Customs Duty 33,88,000 Honorable High Court Of Kerala

3 PF & Others 15,03,837 Honorable High Court Of Kerala - Rs. 6.90,689- EPF.

EPF Appellate Tribunal, Delhi - Rs. 3,04,000.

EPF Appellate Tribunal, Delhi - Rs. 2,38,200/-.

Suit in Civil Court

Chennai - Rs. 0.64 lacs,

Suit in civil court Kerala - Rs. 2,70,948.

10. The company''s accumulated loss at the end of the financial year is more than fifty per cent of net worth of the company. The company has incurred cash loss during the year and during the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any banks or financial institutions.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

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

16. According to the information and explanations given to us, the term loans have been applied, for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall verification of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to finance long-term assets except to the extent of Rs. 52,82,502.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

For and behalf of Varma & Varma Chartered Accountants

Place: Chennai P.R. PRASANNA VARMA F.C.A Date: 23.05.2014 Partner (M. No. 25854)

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Accel Transamatics Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is sufcient 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 fnancial 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 afairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Proft and Loss , of the Loss for the year ended on that date; and

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

Emphasis of Matter

i. We draw attention to Note No.10.7. As stated therein, the management expects estimated future cash fows out of the Intellectual Property rights amounting to Rs.9,87,92,490, carried in the books as Intangible asset to be not less than carrying amount of its Assets. The pattern/quantum of the future cash fows would, however, essentially depend upon crystallisation of enquiries received by the company.

ii. Also as stated in Note no. 4.1, the Company has sufered cash loss from its operations during the year. The Net worth of the company has been fully eroded as at the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs. 11,32,18,197/-. This, read with the matters stated in para (i) above, raises concerns about the ability of the Company to continue as a going concern. However, in view of the facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

Our opinion is not qualifed in respect of the above matters.

Report on Other Legal & 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 specifed 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 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 Proft 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 Proft 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, 2013, and taken on record by the Board of Directors, none of the directors are disqualifed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR AUDIT REPORT OF EVEN DATE

a. The company is maintaining records showing full particulars, including quantitative details of fxed assets.

b. The fxed assets of the company have been physically verifed by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verifcation.

c. There has not been disposal of any substantial portion of fxed assets of the company during the year, which would afect the status of the company as a going concern.

2. The Company does not carry any Inventory as at the year end and hence, the question of physical verifcation of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor‘s Report) (Amendment) Order are not commented upon by us.

a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from parties / companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Maximum Amount Balance as on

Number of Parties

Outstanding 31.03.2012

3 11,10,22,753/- 11,10,22,753/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest of the company.

d. As per the information and explanations given to us, the company is not regular in payment of principal amount and interest thereon as stipulated.

4. In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fxed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

5.

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the fnancial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules 1975 with regard to deposits accepted from public. According to the information and explanation given to us, no order has been passed by the Company Law Board, or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal in this regard.

7. The company has an adequate internal audit system which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company

9.

a. There were delays in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below :- (Amount in Rupees)

10. The company''s accumulated loss at the end of the fnancial year is more than ffty per cent of net worth of the company. The company has incurred cash loss during the year but has not incurred cash loss during the immediately preceding fnancial year.

11. According to the information and explanations given to us, the Company has defaulted in repayment of dues to any banks or fnancial institution to the extent of Rs.2,90,70,516/-.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual beneft fund/ societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

15. According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.3,50,00,000/- for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company.

16. According to the information and explanations given to us, the term loans have been applied, for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall verifcation of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to fnance long-term assets except to the extent of Rs.8,54,15,150.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management

For Varma & Varma

Chartered Accountants FRN.004532S

Place : Chennai P. R Prasanna Varma

Date : May 30, 2013 Partner

M.No. 25854

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Accel Transmatic Limited as at 31st March 2012, the 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 auditing standards generally accepted 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 misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 ofthe said Order;

4. Without qualifying our opinion attention is invited to Note No. 2. As stated therein, the Company has suffered cash loss from its operations during the year, without considering the profit on transfer of its Software Division.The accumulated loss is more than 50% of its Net worth. This raises concerns about the ability of the Company to continue as a going concern. However, in view ofthe facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

5. Further to our comments stated above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 201 of the Companies Act, 1956;

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

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

and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our audit Report of even date

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

b. The fixed assets of the company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification.

c. There has not been any disposal of any substantial portion of fixed assets ofthe company during the year, which would affect the status ofthe company as a going concern, except as stated in Note No.23 attached to the Accounts.

2) The inventory of the Company at the year end consists of Digital Assets value Rs. Nil (Intangible Assets) under contract/co - production only and hence, the question of physical verification of inventory does not arise. Hence the Paragraph 4(ii)(a),4(ii)(b) & 4(ii)(c) of Companies (Auditor's Report) (Amendment) Order are not commented upon by us.

3) a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 ofthe Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from parties / companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Maximum Amount Balance as on Number of Parties Outstanding 31.03.2012

3 12,93,94,333/- 7,86,73,333/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest ofthe company.

d. As per the information and explanations given to us, the payment of principal amount and interest thereon is as stipulated.

4) In our opinion and according to the information and explanations given to us, the internal control system for the purchase of fixed assets and for the sale of services are generally commensurate with the size of the company and nature of its business.There are no major weaknesses in internal control of a continuing nature.

5) a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time

6) In our opinion and according to the information and explanation furnished to us, the company has complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public.

7) The Internal audit of the company was conducted during the year, by a firm of Chartered Accountants, the scope and coverage of which is commensurate with the size of the Company and nature of its business.

8) As per the information and explanation furnished to us, Cost records u/s 209(1 )(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9.) a. There were delays in depositing undisputed statutory dues including Provident fund, Employee's State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below

(Amount in Rupees)

Outstanding at the Payable for more Paricuars end of the year than 6 months

Professional Tax 927,718/- 887,498/-

Employees State 361,494/- 265,157/- Insurance

Provident fund 173,752/- 18,348/-

Tax Deducted at 6,056,305/- 2,853,040/- Source

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been deposited on account of any dispute, as at the year end, except the following

SI Particulars Amount Forum where Dispute is No involved (Rs) pending

1 Income tax 13,595,330 Income Tax Appellate Tribunal Demands Kochi

2 Customs 3,388,000 Honorable High Court Of Duty Kerala

3 PF & 2,171,000 Honorable High Court Of Others Kerala - Rs.10.59 lacs, Registrar - EPF Appellate Tribunal - Rs.7.77 lacs, Suit in Civil Court Chennai - Rs.0.64 lacs, Suit in civil court Kerala - Rs.2.71 lacs.

10) The company's accumulated loss at the end of the financial year is more than fifty per cent of net worth of the company. The company has incurred cash loss during the year but has not incurred during the immediately preceding financial year.

11) As per the information and explanations furnished to us and on our verification of records of the company, there have been no delays in repayment of dues to financial institutions or banks.

12) In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies.

14) In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

15) According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.3,50,00,000/- for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company.

16) In our opinion and according to the information and explanations given to us,Term Loans availed during the year has been utilised for the purpose for which they have been availed.

17) According to the information and explanations given to us and on an overall verification of the attached Balance Sheet of the company, we report that the funds raised by the company on short-term basis have not been used to finance long-term assets except to the extent of Rs.8,54,52,739/-.

18) During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The company does not have any outstanding debentures as at the year-end.

20) The company has not raised any money by way of public issues during the year.

21) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Varma & Varma

Chartered Accountants

F.R.N.004532S

Place: Chennai P.R Prasanna Varma F.C.A

Date: 29.05.2012 M No: 25854

Partner

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Accel Trans- matic Limited as at 31st March 2010, the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the companys management. Our responsi- bility is to express an opinion on these fnancial statements based on our audit.

2. We conducted our audit in accordance with auditing stan- dards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable as- surance about whether the fnancial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management as well as evaluating the overall fnancial state- ment presentation. We believe that our audit provides a rea- sonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditor‘s Report) (Amendment) Order, 2004 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specifed in Paragraphs 4 and 5 of the said Order;

4. 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 purposes of our audit;

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

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

(d) In our opinion, the Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and accord- ing to the explanations given to us, the said accounts read with the notes on the accounts attached thereto, give the information required by the Companies Act, 1956, in the man- ner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

ii. in the case of the Proft and Loss Account, of the Loss for the year ended on that date; and

iii. in the case of the cash fow statement, of the cash fows for the year ended on that date.

Annexure referred to in paragraph 3 of our audit report of even date

1. a. The company is maintaining records showing full particulars, including quantitative details of fxed assets.

b. The fxed assets of the company have been physically verifed by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and no material discrepancies have been no- ticed on such verifcation.

c. Except as stated in Note No. 21.8 of Schedule No. 21 regarding sale of an undertaking, there has not been any other disposal of any substantial portion of fxed assets of the company dur- ing the year, which would affect the status of the company as a going concern.

2. The inventory of the Company at the year end consists of Digital Assets (Intangible Assets) only and hence the question of physical verifcation of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor‘s Re- port) (Amendment) Order is not commented upon by us.

3. a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 except to the extent mentioned below.

Number of Maximum amount Balance as on

Parties outstanding. (Rs) 31.03.2010 (Rs)

2 10,26,29,561/- 3,50,72,618/-

b. In our opinion , the rate of interest and other terms and condi- tions on which the loan given to one of the above Compa- nies listed in the register maintained under section 301 of the Companies Act, 1956 are not , prima facie, prejudicial to the interest of the company. In respect of the other party, the balance outstanding represents the balance of consideration payable by them in sale of an undertaking to them as stated in Note No. 21.8 in Schedule No. 21 for which no interest has been charged by the Company.

c. As per the information and explanations given to us, the receipt of Principal and Interest thereon in respect of the amount advanced to the parties as above is as agreed.

d. The Company has taken unsecured loans from parties / com- panies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Number of Parties Maximum Amount Balance as on outstanding 31.03.2010

3 6,45,32,764/- 2,57,85,073/-

e. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the inter- est of the company.

f. As per the information and explanations given to us, the pay- ment of principal amount and interest thereon is as stipulated.

4. In our opinion and according to the information and explana- tions given to us, the internal control system for the purchase of fxed assets and for the sale of services are generally commen- surate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continu- ing nature.

5. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and expla- nations given to us, the transactions made in pursuance to con- tracts or arrangements entered in the register maintained un- der section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the fnancial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time / at the values as agreed on the basis of Independent Valuation as stated in Note No. 21.8 in Schedule No. 21.

6. In our opinion and according to the information and explana- tion furnished to us, the company has complied with the direc- tions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public.

7. The Internal audit of the company was conducted during the year, by a frm of Chartered Accountants, the scope and cover- age of which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9. a. There have been delays in depositing undisputed statutory dues including Provident fund, Employees State Insurance, In- come Tax, Service Tax & Sales Tax with the appropriate authori- ties during the year. According to the information and expla- nations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Ex- cise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than a sum of Rs. 5,35,175/- of Professional Tax and Rs. 5,47,600/- of Tax De- ducted at Source.

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been depos- ited on account of any dispute, as at the year end.

10. The companys accumulated loss at the end of the fnancial year is not more than ffty per cent of net worth of the com- pany. The company has not incurred cash loss during the year, but has incurred cash loss during the immediately preceding fnancial year.

11. As per the information and explanations furnished to us and our verifcation of records of the company, the company has made delays in repayment of dues to fnancial institutions or banks, and an amount of Rs. 1,28,50,000/- and Rs. 71,91,219/- of Principal and Interest respectively is over due as at the year end.

12. In our opinion and according to the information and explana- tions given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explana- tions given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual beneft fund/ societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not appli- cable to the company.

15. According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.350 Lacs for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company. As stated in Note No. 21.7 in Schedule No. 21 there are certain guarantees/ LCs given by the Banks on behalf of the erstwhile Systems and Services Division (which have been sold off w.e.f 01.04.2009 as stated in Note No. 21.8 in Schedule No. 21) pending transfer in the name of that Company as at the year end. We are informed that the relative commission on such guarantees / LCs have been borne by that Company.

16. In our opinion and according to the information and explana- tions given to us, Term Loans availed during the year has been utilised for the purpose for which they have been availed.

17. According to the information and explanations given to us and on an overall verifcation of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to fnance long-term as- sets.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the reg- ister maintained under section 301 of the Companies Act.

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported dur- ing the course of our audit.

For Varma & Varma

Chartered Accountants

F.R.N. 4532S

Place: Chennai K.M. Sukumaran, F.C.A

Date : May 27, 2010 M No: 15707

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