Auditor Report of Citizen Infoline Ltd.

Mar 31, 2015

We have audited the accompanying Standalone financial statements of Citizen Infoline Limited ("the Company"), and of Profit and Loss, 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules. 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregulanties; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

* Auditor s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143( 10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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.

* Report on Other Legal and Regulatory Requirements

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

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 of the Companies (Accounts) Rules, 2014.

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit 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 no pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses, iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 5 of our report of even date)

I. Fixed Assets: -

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

(b) The management has physically verified all the fixed assets at the year-end. No material discrepancies have been noticed on such verification,

II. Inventory:

(a) The stocks of finished goods, stores and spares have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) No material discrepancies have been noticed on physical verification of stocks as compared to book records.

III. Loan:

According the information and explanation given to us, the company has granted loans secured or unsecured to companies, firms or their parties covered in the register maintained under section 189 of the companies Act 2013.

(i) In our opinion, the Company has granted loan to related party in violation of provisions of Section 189 of Companies Act, 2013 during the current financial year. The closing amount outstanding is Rs. 9.00 Lacs.

Nos of Parties 5 (Five)

Loan Given during the year Rs. 127,03

Received back During the year Rs. 140.38

Maximum Outstanding in Year Rs. 22.35

Closing Balance Rs. 9.00

(b) According to information and explanations given to us, the Company has not taken loans from any parties covered in the register maintained under section 189 of the Companies Act, 2015.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the parties, listed in the register maintained under section 189 of the Companies Act, 2015 are not. prima facie, prejudicial to the interest of the Company.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of stores, raw materials including components, plant & machinery, equipment, other goods, assets and job work and with regard to the sales of goods, assets and job work. To the best of our knowledge, no major weaknesses in internal control were either reported or noticed by us during the course of our audit.

V. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit during the current financial year.

VI. The Central Government has not prescribed for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

VII. (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance,

income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with a appropriate authorities.

(b) According to the information and explanation given to us, there were no undisputed amounts payable in respect of Income-Tax, Wealth-Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) The company is not required to transfer any amount to investor educational and protection fund in accordance with provisions of Companies Act, 1956 or rules made there under.

VIII. The Company has not incurred cash losses during the year. The Company has no accumulated losses more than 50% of its net worth.

IX. On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

X The Company has not given any guarantees for loans taken by others from banks and financial institutions during the year.

XI. Based on verification of records of the company, the terms loan were applied for the purpose for which loans were obtained.

XII. Based on the Audit procedure performed and the representation obtained from the management, we report that no case of fraud on or by the Company has been noticed or reported during the yearll under Audit.

FOR, BAHETI BHADADA & ASSOCIATES CHARTERED ACCOUNTANTS

PLACE: AHMEDABAD (B.K.BAHETI) DATE : 22/05/2015 PARTNER FRIM REG.NO.100865W