Auditor Report of Allied Computers International (Asia) Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of "Allied Computers International (Asia) Limited", ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the statement of Profit and loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have 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.

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

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

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

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

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

Report on Other Legal and Regulatory Requirements

7. 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.

8. 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 appears from our examination of those books;

c) the Balance Sheet and the statement of Profit and loss Account, dealt with by this report are in agreement with the books of accounts;

d) in our opinion, the Balance Sheet and the statement of Profit and loss Account, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, and

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act,

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

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 4 and 5 of our report of even date on the accounts for the year ended March 31, 2015 of Allied Computers International (Asia) Limited

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

b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

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

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

c) The Company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) (a) We are informed that the Company has not granted to the parties, covered in the register maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable (e) The company had not taken loan from parties, covered in the register maintained under section 301 of the Companies Act, 1956. hence clause (f) & (g) is not applicable.

iv) In our opinion and accordingly to the information and explanations given to us, there are adequate internal control procedures commensurate with eh size of the company and nature of its business with regard to purchases on inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions 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 of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regard to prevailing market prices at the relevant time.

vi) According the information and explanations given to us, the company has not accepted any deposits from the Public. No order has been passed by the Company Law Board.

vii) The Directors themselves conduct the affairs of the company. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The Company is not maintaining cost records prescribed under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Sales Tax, Excise duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears, as at 31st March 2015 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x) There are no accumulated losses of the Company as on 31st March, 2015. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institutions, bank or debenture holders.

xii) As per the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of share's debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provision of clause4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company

xiv) In respect of dealing in shares , securities and other investments , in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein . The shares, securities and other investments have been held by the company in its own name.

xv) 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.

xvi) The Company has not raised any term loan during the year.

xvii) According to the information and explanations, given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long terms funds have been used to finance short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of securities in respect of debentures issued dose not arise.

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

xxi) As per the information and explanations given to us, no instance of material fraud on or by the Company has been noticed or reported during the year.

Place: Mumbai For M/S Chirag C Mehta & Co. Date: 29th May,2015 Chartered Accountant FRN:- 132696W

SD/- (Chirag Mehta) Proprietor M.Ship No.: 122852

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Mar 31, 2014

1. We have audited the accompanying financial statements of "Allied Computers International (Asia) Limited", ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the statement of Profit and loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have 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.

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

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

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

7. 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.

8. 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 appears from our examination of those books;

c) the Balance Sheet and the statement of Profit and loss Account, dealt with by this report are in agreement with the books of accounts;

d) in our opinion, the Balance Sheet and the statement of Profit and loss Account, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, and

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

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

Referred to in paragraph 4 and 5 of our report of even date on the accounts for the year ended March 31, 2014 of Allied Computers International (Asia) Limited

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

b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

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

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

c) The Company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) (a) We are informed that the Company has not granted to the parties, covered in the register maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable

(e) The company had not taken loan from parties, covered in the register maintained under section 301 of the Companies Act, 1956. hence clause (f) & (g) is not applicable.

iv) In our opinion and accordingly to the information and explanations given to us, there are adequate internal control procedures commensurate with eh size of the company and nature of its business with regard to purchases on inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions 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 of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regard to prevailing market prices at the relevant time.

vi) According the information and explanations given to us, the company has not accepted any deposits from the Public. No order has been passed by the Company Law Board.

vii) The Directors themselves conduct the affairs of the company. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The Company is not maintaining cost records prescribed under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Sales Tax, Excise duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears, as at 31st March 2014 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any

dispute.

x) There are no accumulated losses of the Company as on 31st March, 2014. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institutions, bank or debenture holders.

xii) As per the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of share''s debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provision of clause4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company

xiv) In respect of dealing in shares , securities and other investments , in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein . The shares, securities and other investments have been held by the company in its own name.

xv) 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.

xvi) The Company has not raised any term loan during the year.

xvii) According to the information and explanations, given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long terms funds have been used to finance short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of securities in respect of debentures issued dose not arise.

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

xxi) As per the information and explanations given to us, no instance of material fraud on or by the Company has been noticed or reported during the year.

For M/S Chirag C Mehta & Co. Chartered Accountant FRN:- 132696W

SD/- (Chirag Mehta) Place: Mumbai. Proprietor Date: 14th October, 2014 M.Ship No.: 122852

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Mar 31, 2013

We have audited the attached Balance Sheet of "Allied Computers International (Asia) Limited". as at 31st March, 2013 and also the Profit & Loss Account and the Cash Flow Statement tor the year ended on that date annexed thereto. These financial statements are the responsibly of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 we enclose m 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:

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

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

iii) The Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 oi the Companies Act, 1956; /

v) On the basis of the written representations received from on record by the Board of Directors, we report that none ot the aireciors is f^TlZTuX 20,3 from being appointed „ a director in terms of clause (g) of sub section (I) of section 274 of the Companies Act 1956;

vi, In our opinion and to the best of our information and according to the slid accounts read with notes and schedules hereon the Companies Act, 1956, in the manner so rcuu.red and g v a true and ta.r wew conformity with the accounting principles generally accepted in India.

a.) In the case of Balance Sheet of the state of affairs of the Company as at 31" March. 2013 and;

b.) in the case of Profit & Loss account of the loss of the Company for the year ended on that date.

c.) In the case of Oish Flow Statement of the Cash Flows of die Company for the year ended on that dale.

ANNEXURE TO THE AUDITORS REPORT

(Referred to In paragraph 3 of our report of even date)

*s required by the Companies (Auditors Report) Order 2003 and ™™dm™{^T£t°™* . • according to the information and explanations given to us during the course of the audit and basis of such check of the books and records as were considered appropriate we report that.

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

b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no materia! discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

u} a)'' The inventory has been physically verified during the year by the management. In our opiniom thi fcifmty

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

c) The Company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) (a) We are informed that the Company has not granted to the parties, covered in the register maintained under section 301 of the Companies Act 1956, hence clause (b),

(c) & (d) is not applicable

(e) The company had not taken loan from parties, covered in the register maintained under section 301 of the Companies Act, 1956. hence clause (f) & (g) is not applicable.

iv) In our opinion and accordingly to the information and explanations given to us, there are adequate internal control procedures commensurate with eh size of the company and nature of its business with regard to purchases on inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls. 301 of the Companies Act, 1956 have been so entered.

our opinion and according to the information sactions''made in pursuance of contracts or anan maintained nnder section 301 oHhe Companies Act 1956

Company is not maintaming cos, records prescribed Under section 209 Te Companies Act, 1956 for the products of the company.

ix) a) The company disputed statutory dues including Sales lax, txcise uu y, statutory dues applicable to it.

b) According to the information and payable in respect of wealth tax, customs duty.date they become as at 3 lsl March 2013 for a period of more than six months from tne y payable.

Account of any dispute. audit and the immediately preceding financial year asaftras debenture holders. and other securities. 2003 are not applicable to the Company

xiv) In respect of dealing in shares , securities and other investments in our opinion and according to the information and explanations given to us proper twxm,,v*v* «« SS of the transactions and contracts and therein The shares, securities and other investments have been held by the company

XV) Accor information and explanations given to us, the Company has not

} given any guarantee for loans taken by others from bank or financial institutions.

xvi) The.Company has not raised any term loan during the year.

xvii) According to the information and explanations, given to us and on an overall

X) examinatfon of the balance sheet of the company, we report that short-term basis have been used for long-term investments. No long terms funds have been used to finance short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Sect.on 301 of the Companies Act, 1956.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of securities in respect of debentures issued dose not arise.

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

xxi) As per the information and explanations given to us, no instance of material fraud on or by the Company has been noticed or reported during the year.

For. Rajeev Sood & Co.

Chartered Accountants

FRN:010478N

(AMAL SHAH)

Parnter

M. No. 142567

Place: Mumbai.

Date: 03/09/2013

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Mar 31, 2012

We have audited the attached Balance Sheet of "Allied Computers International (Asia) Limited as at 31st March, 2012 and also the profit & loss Account and the Cash flow Statement for the year ended on that date annexure thereon. These Financial Statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about wither 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. All audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

ii) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of the books.

iii) The Balance Sheet and profit & loss Account and the Cash flow statement dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and profit and loss account dealt with by this report with the Accounting standards referred to in sub- section (3C) of section 211 of the companies Act, 1956.

v) On the basis of the written representations received from the directors as on 31st March, 2012 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 (I) of section 274 of the companies Act, 1956.

vi) In Our opinion and to the best of our information and according to the explanation given to us, the accounts read with notes and schedules thereon give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conform with the accounting principles generally accepted in India.

a) In the case of Balance sheet of the state of affairs of the company as at 31st March 2012 and

b) In the case of profit and loss account of the loss of the company for the year ended on that date.

c) In the case of Cash flow statement of the cash flows of the company for the year ended on that date.

As required by the companies (Auditors Report) Order 2003 and amendments thereto and according to the information and explanation given to us during the course of the audit and basis of such check of the books and records as were considered appropriate we report that.

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

b) As per the information and explanation given to us physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such to the size of the company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

ii) a) The inventory has been physically verified during the year by the management in our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not

iii) a) We are informed that the company has not granted to the parties, covered in the registered maintained under section 301 of the companies Act 1956, hence clause (b) (c) & (d) is not applicable.

b) The company had not taken loan from parties covered in the register maintained under section 301 of the companies Act 1956 hence clause (f) & (g) is not applicable.

iv) In our opinion and accordingly to the information and explanations given to us there are adequate internal control procedures commensurate with size of the company and nature of its business with regards to purchase on inventory fixed assets and with regards to the sale of goods, During the course of our audit. We have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanation given to us we are of the opinion that the transactions that need to be entered in to 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 explanation given to us the transactions made in purchase of contracts or arrangements entered in the register maintained under section 301 of the companies Act,1956 and exceeding the value of Rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regards to prevailing market prices at the relevant time.

vi) According the information and explanation given to us the company has not accepted any deposits from the public. No order has been passed by the company Board.

vii) The Directors themselves conduct the affairs of the company the company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The company is not maintaining cost records prescribed under section 209 (1) (d) of the companies Act, 1956 for the products of the company.

ix) a) The company generally regular in depositing with appropriate authorities undisputing statutory dues including Sales tax, Excise duty Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears as at 31st March 2012 for a period of maro than six months from the date they become payable.

c) According to the information and explanation given to us there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x) There are no accumulated losses of the company as on 31st March 2012. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institutions. bank or debenture holders.

xii) As per the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities

xii)In our opinion, the company is not a chit fund or a nidhi mutual benefit funds/society. therefore the provision of clause4 (xii) of the companies (auditors reports) order 2003 are not applicable to the company.

xiv) in respect of dealing in shares, securities and other investments, in our opinion and according to the information and explanation given to us proper records have been maintained of the transaction and contracts and timely entries have been made there in. The shares, security and other investment have been held by the company.

xv) According to the information and explanation given to us the company has not any guan title for loans taken by others from bank or financial institutions

xvi) the company has not raised any term loan during the year.

xvii)According to the information and explanation, given to us and on an overall examination of the balance sheet of the company, we reports that no funds raised on basis have been used for long-term investments. No long terms funds have been used to financial short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section of the Companies Act, 1956.

xix) The Company has not issued debentures and hence requirements of reporting creation of securities in respect of debentures issued does not arise.

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

xii) As per the information and explanation given to us, insurance of material fraud on by the company has been noticed or reported during the year.

For Maheswari & co.

Chartered Accountants

TRN : 105834W

(ABHISHEK JAIN)

Patner

M. No. 402845

Place : Mumbai

Date :

---

Mar 31, 2011

We have audited the attached Balance Sheet of "Allied Computers International (Asia) Limited as at 31st March, 2011 and also the profit & loss Account and the Cash flow Statement for the year ended on that date annexure thereon. These Financial Statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about wither 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. All audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our Annexure referred to above we report that :

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

ii) In our opinion proper books of accounts as required by law except cost records as required under section 209 (i) (d) have been kept by the company so far as appears from our examination of the books.

iii) The Balance Sheet and profit & loss Account and the Cash flow statement dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and profit and loss account dealt with by this report with the Accounting standards referred to in sub- section (3C) of section 211 of the companies Act, 1956.

v) On the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the companies Act, 1956.

vi) In Our opinion and to the best of our information and according to the explanation given to us, the accounts read with notes and schedules thereon give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conform with the accounting principles generally accepted in India.

a) In the case of Balance sheet of the state of affairs of the company as at 31st March 2011 and

b) In the case of profit and loss account of the loss of the company for the year ended on that date.

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

b) As per the information and explanation given to us physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such to the size of the company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

ii) a) The inventory has been physically verified during the year by the management in our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) a) We are informed that the company has not granted to the parties, covered in the registered maintained under section 301 of the companies Act 1956.

There is no part covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans.

b) The Loans taken granted to the Companies firms or other parties listed in the register maintained under section 301 of the companies Act 1956 are without specifying the repayment period rate of interest etc.,.

c) In Absence of any terms and conditions specified for the loan we are unable to comment upon the timely repayment of principal and interest.

d) Subject to above there is no overdue amount of loan taken from or granted to the companies firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

iv) In our opinion and accordingly to the information and explanations given to us there are adequate internal control procedures commensurate with size of the company and nature of its business with regards to purchase on inventory fixed assets and with regards to the sale of goods, During the course of our audit. We have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanation given to us we are of the opinion that the transactions that need to be entered in to 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 explanation given to us the transactions made in purchase of contracts or arrangements entered in the register maintained under section 301 of the companies Act,1956 and exceeding the value of Rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regards to prevailing market prices at the relevant time.

vi) According the information and explanation given to us the company has not accepted any deposits from the public. No order has been passed by the company Board.

vii) The Directors themselves conduct the affairs of the company the company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The company is not maintaining cost records prescribed under section 209 (1) (d) of the companies Act, 1956 for the products of the company.

ix) a) The company generally regular in depositing with appropriate authorities undisputing statutory dues including Sales tax, Excise duty Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears as at 31st March 2009 for a period of maro than six months from the date they become payable.

c) According to the information and explanation given to us there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x) There are no accumulated losses of the company as on 31st March 2011. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institutions. bank or debenture holders.

xii) As per the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xiii)In our opinion, the company is not a chit fund or a nidhi mutual benefit funds/society. therefore the provision of clause4 (xii) of the companies (auditors reports) order 2003 are not applicable to the company.

xiv) In our opinion the companies is not dealing or trading in shares, securities, debentures, and other investments. Accordingly, the provisions of clause 4 (xiv) of the companies (Auditors Report) order 2003 are not applicable to the company.

xv) According to the information and explanation given to us the company has not any guan title for loans taken by others from bank or financial institutions.

xvi) the company has not raised any term loan during the year.

xvii) According to the information and explanation, given to us and on an overall examination of the balance sheet of the company, we reports that no funds raised on basis have been used for long-term investments. No long terms funds have been used to financial short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section of the Companies Act, 1956.

xix) The Company has not issued debentures and hence requirements of reporting creation of securities in respect of debentures issued does not arise.

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

xii) As per the information and explanation given to us, insurance of material fraud on by the company has been noticed or reported during the year.

For Maheswari & co.

Chartered Accountants

(ABHISHEK JAIN)

Patner

M. No. 402845

Place : Mumbai

Date : 22nd Sept. 2011.

---

Mar 31, 2010

We have audited the attached Balance Sheet of "Allied Computers International (Asia) Limited", as at 31st March, 2010 and also the Profit & Loss Account 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.

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

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 we enclose in the Annexure, a statement 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:

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

ii) In our opinion, proper books of account, as required by law, except cost records as required under Section 209 (1) (d), have been kept by the Company so far as appears from our examination of the books;

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes and schedules thereon 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.

a.) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010 and;

b.) In the case of Profit & Loss account of the loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

( Referred to in paragraph 3 of our report of even date )

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

b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

c) No sales of fixed assets have been affected during the year and the business is continuing as a going concern.

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

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

c)The Company is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) a) The company has not taken loans from firm or company covered in the register maintained under section 301 of the Companies Act, 1956.

There is no party covered in the register maintained under section 301 of the Companies Act, 1956, to which the company has granted loans.

b) The Loans taken from/granted to the Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are without specifying the repayment period, rate of interest etc.

c) In absence of any terms and conditions specified for the loan, we are unable to comment upon the timely repayment of principal and interest.

d)Subject to above, there is no overdue amount of loan taken from or granted to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956

iv) In our opinion and accordingly to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases on inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions 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 of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regard to prevailing market prices at the relevant time.

vi) According the information and explanations given to us, the company has not accepted any deposits from the Public. No order has been passed by the Company Law Board.

vii) The Directors themselves conduct the affairs of the company. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The Company is not maintaining cost records prescribed under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Sales Tax, Excise duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x) There are no accumulated losses of the Company as on 31st March, 2009. The Company has not incurred any cash losses (excluding depreciation) during the financial year covered by our audit and the immediately preceding financial year

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions, bank or debenture holders.

xii) As per the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of share''s debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.

Therefore the provision of clause4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company

xiv) In our opinion, the Company is not dealing or trading in shares, securities, debenture and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

xv) 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.

xvi) The Company has not raised any term loan during the year.

xvii) According to the information and explanations, given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long terms funds have been used to finance short- term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of securities in respect of debentures issued dose not arise.

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

xxi) As per the information and explanations given to us, no instance of material fraud on or by the Company has been noticed or reported during the year.

For Mahendra Tiwari & Co.

Chartered Accountants

(Mahendra J. Tiwari)

Partner

M. No.: 118416

Place: Mumbai

Dated: 16th August, 2010