Auditor Report of Compucom Software Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s. Compucom Software Limited (‘the Company’), which comprise the Standalone Balance Sheet as at March 31, 2018, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statement”).

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 Standalone financial statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and Changes in equity of the Company in accordance with the Indian Accounting Standards(IND AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

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

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and order issued under section 143(11) of the Act.

We conducted our audit of the Standalone 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 Standalone 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 Standalone 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 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 Management as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion on 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 Ind AS and other accounting principles generally accepted in India, of the state of affairs of the company as at March 31, 2018, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“ the Order”) issued by 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 of the matters specified in 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 purpose of our audit;

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

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this report are in agreement with the books of accounts;

d. In our opinion the aforesaid Standalone Financial Statements comply with the Indian Accounting standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on March 31, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of section 164(2) of the Companies Act, 2013

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts if any.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund. Therefore, issue of delay in transferring such sums does not arise.

Annexure A’ to the Auditors Report

(referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date) on the Financial Statements for the year ended March 31, 2018 of M/s Compucom Software Limited

i. Fixed Assets:

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

(b) The management during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. Inventories:

As explained to us, the inventories, except for those lying with the third parties, were physically verified during the year by Management at reasonable intervals and no material discrepancies were noticed on physical verification

iii. Loans to the parties covered in the register maintained under Section 189 of the Act-

According to information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms, limited liability partnerships and other parties covered in the register maintained under Section 189 of the Act, therefore provisions of clause (iii) of paragraph 3 of the order are not applicable.

v. Compliance of provisions of section 185 and 186 of the Companies Act, 2013:-

In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v Public Deposits:-

The Company has not accepted any deposits during the year and does not have any unclaimed deposits as at March 31, 2018. Therefore, the provisions of clause (v) of paragraph 3 of the order are not applicable to the Company.

vi. Cost Records:-

The maintenance of cost records has been prescribed by the Central Government under section 148(1) of the Act, for activity related to Education and Wind Power Generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the company is maintaining the prescribed cost records.

vii. Statutory Dues:-

a) Undisputed Statutory Dues: According to the information and explanations given to us and on the basis of our examination of the record of the company, undisputed statutory dues including provident fund, ESI, Income Tax, Value added tax, service tax, cess and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities.

b) Disputed statutory dues: Details of statutory dues which have not been deposited as at March 31, 2018 on account of disputes are given below:

Nature of dues	Period to which the amount relates	Forum where the Dispute is pending	Amount (In Lacs)
Income Tax	A.Y 2007-08	Commissioner of Income Tax (Appeals)	29
Income Tax	A.Y 2009-10	Commissioner of Income Tax (Appeals)	34
Income Tax	A.Y 2010-11	Commissioner of Income Tax (Appeals)	28
Income Tax	A.Y 2011-12	Commissioner of Income Tax (Appeals)	78
Service Tax	A.Y 2012-13	Custom,.Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax - 12
Service Tax	Oct. 2011 to March 2013	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax - 68 Penalty u/s 76 -Maximum to 68 Penalty 77(2) - 0.1
Service Tax	April 01, 2008 to March 31, 2011	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax - 124 Penalty - 124

viii. Dues to Financial Institution or Bank or Debenture holders :-

According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. Further, there are no dues to debenture holders, therefore, provisions of clause (viii) of paragraph 3 of the order are not applicable.

x. Application of IPO, FPO and Term loans:-

According to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year, therefore provisions of clause (ix) of paragraph 3 of the order are not applicable.

x Fraud on or by the company-noticed or reported:-

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on the company by its officers or employees or by the Company, has been noticed or reported during the year.

xi. Managerial Remuneration-

According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Act.

xii. NidhiCompany:-

According to the information and explanations give to us and based on our opinion, the Company is not a Nidhi company, therefore provisions of clause (xii) of paragraph 3 of the order are not applicable.

xiii. Related Party Disclosure:-

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. Issue of Preferential Allotment or Private Placement of Shares or .Debentures:-

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv Non cash Transactions with directors and connected persons with them:-

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with its directors or directors of its holding company, directors of subsidiary company or directors of associate company or persons connected with him, therefore provisions of section 192 of the companies Act, 2013 are not applicable.

xvi. Registration under Reserve Bank of India Act, 1934:-

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

“(referred to in paragraph 2(F) under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date) on the Standalone Financial Statements for the year ended March 31, 2018 of M/s Compucom Software 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 Compucom Software limited (‘the Company’) as of March 31, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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 were 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 auditors’ 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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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 March 31, 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 Sapra and Company

Chartered Accountants

FRN 003208C

CA. OM PRAKASH SAPRA

Proprietor

Membership No. 072372

Place: Jaipur

Date: May 29, 2018

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Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s. Compucom Software Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2016, 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 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 Accounting Standards notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and the 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 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 Management as well as evaluating the overall presentation of the financial statements.

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

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, 2016;

b) in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“Order”) issued by 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 of the matters specified in 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 purpose of our audit;

b. In our opinion proper books of accounts as required by law have been kept by the Company so far as it 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 accounts;

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

e. On the basis of the written representations received from the Directors as on March 31, 2016 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 section 164(2) of the Companies Act, 2013

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts if any.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund. Therefore, issue of delay in transferring such sums does not arise.

''Annexure A’ to the Auditors Report (referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date) on the financial statements for the year ended March 31, 2016 of M/s Compucom Software Limited

i. Fixed Assets:

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

(b) The management during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. Inventories: The Company does not have any inventory, therefore, provisions of clause (ii) of paragraph 3 of the order are not applicable.

iii. Loans to the parties covered in the register maintained under Section 189 of the Act:- The Company has not granted any loan to the parties covered in the register maintained under Section 189 of the Act, therefore provisions of clause (iii) of paragraph 3 of the order are not applicable.

v. Compliance of provisions of section 185 and 186 of the Companies Act, 2013:- In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.

v Public Deposits:-The Company has not accepted any deposits from the public. Therefore, the provisions of clause (v) of paragraph 3 of the order are not applicable to the Company.

vi. Cost Records:- The maintenance of cost records has been prescribed by the Central Government under section 148(1) of the Act, for activity related to Wind Power Generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the Company is maintaining the prescribed cost records.

vii. Statutory Dues:-

a) Undisputed Statutory Dues: According to the information and explanations given to us and on the basis of our examination of the record of the Company, undisputed statutory dues including provident fund, ESI, Income Tax, Value added tax, service tax, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities.

(a) Disputed statutory dues: Details of statutory dues which have not been deposited as at March 31, 2016 on account of disputes are given below:

Nature of dues	Period to which the amount relates	Forum where the Dispute is pending	Amount (Rs.)
Income Tax	A.Y. 2007-08	Asstt. Commissioner of Income Tax, Circle-6	4,30,247/-
Income Tax	A.Y. 2007-08	Commissioner of Income Tax (Appeals)	2,880,228/-
Income Tax	A.Y. 2009-10	Asstt. Commissioner of Income Tax, Circle-6	25,17,091/-
Income Tax	A.Y 2010-11	Asstt. Commissioner of Income Tax, Circle-6	32,04,680/-
Income Tax	A.Y 2011-12	Asstt. Commissioner of Income Tax, Circle-6	66,92,810/-
Income Tax	A.Y. 2012-13	Commissioner of Income Tax (Appeals)	1,61,87,671/-
Income Tax	A.Y 2013-14	Commissioner of Income Tax (Appeals)	11,91,910/-
Service Tax	April 01, 2005 to March 31, 2010	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax -2,24,71,199/Penalty - 2,24,71,199/-
Service Tax	April 01, 2005 to March 31, 2009	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax -2,69,86,650/Penalty - 2,69,86,650/-
Service Tax	Oct. 2011 to March 2013	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax - 67,75,356/Penalty u/s 76- Maximum to Rs. 67,75,356/Penalty 77(2)- Rs. 10,000/-
Service Tax	April 01, 2008 to March 31, 2011	Custom, Central Excise & Service Tax Appellate Tribunal, New Delhi	Service Tax -1,24,52,639/Penalty - 1,24,52,639/-

viii. Dues to Financial Institution or Bank or Debenture holders:-

According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. Further, there are no dues to debenture holders, therefore, provisions of clause (viii) of paragraph 3 of the order are not applicable.

x. Application of IPO, FPO and Term loans:-

According to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year, therefore provisions of clause (ix) of paragraph 3 of the order are not applicable.

x Fraud on or by the Company-noticed or reported:-

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year.

xi. Managerial Remuneration:-

According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Act.

xii. Nidhi Company:-

According to the information and explanations give to us and based on our opinion, the Company is not a Nidhi Company, therefore provisions of clause (xii) of paragraph 3 of the order are not applicable.

xiii. Related Party Disclosure:-

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiii. Issued of Preferential Allotment or Private Placement of Shares or Debentures:-

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xiv. Non cash Transactions with Directors and connected persons with them:-

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him, therefore provisions of clause (xv) of paragraph 3 of the order are not applicable.

xv Registration under Reserve Bank of India Act, 1934:-

The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For S. MISRA & ASSOCIATES

Chartered Accountants

FRN 004972C

CA. SACHINDRA MISRA

Partner

Membership No. 073776

Place: Jaipur

Date: May 25, 2016

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Mar 31, 2015

We have audited the accompanying financial statements of M/s. Compucom Software Limited ('the Company'), which comprise the Balance Sheet as at March 31,2015, 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 Standalone Financial Statements

The Company's Management 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 Accounting Standards notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 Management as well as evaluating the overall presentation of the financial statements.

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

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, 2015;

b) in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("Order") issued by 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 of the matters specified in 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 purpose of our audit;

b. In our opinion proper books of accounts as required by law have been kept by the Company so far as it 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 accounts;

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

e. On the basis of the written representations received from the directors as on March 31, 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 section 164(2) of the Companies Act, 2013; and

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 disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts if any.

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

Annexure to the Auditors' Report (referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date) on the financial statements for the year ended March 31, 2015 of M/s Compucom Software Limited

i. Fixed Assets:

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

(b) The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(c) There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

ii. Inventories:

The Company does not have any inventory, therefore, provisions of clause (ii) of paragraph 3 of the order are not applicable.

iii. Loans to/from the parties covered in the register maintained under Section 189 of the Act:-

The Company has not granted any loan to the parties covered in the register maintained under Section 189 of the Act, therefore provisions of clause (iii) of paragraph 3 of the order are not applicable.

iv. Internal Control System :-

In our opinion and according to the information and explanations given to us, the Company has internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale of goods and services provided by the Company. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

v. Public Deposits-

The Company has not accepted any deposits from the public. Therefore, the provisions of clause (v) of paragraph 3 of the order are not applicable to the Company.

vi. Cost Records:-

The maintenance of cost records has been prescribed by the Central Government under section 148(1) of the Act, for activity related to Wind Power Generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the company is maintaining the prescribed cost records.

vii. Statutory Dues

(a) Undisputed Statutory Dues: According to the information and explanations provided to us and the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of became payable.

(b) Disputed statutory dues: Details of statutory dues which have not been deposited as at March 31, 2015 on account of disputes are given below :

Nature of Period to which the Forum where the Dispute is pending dues amount relates

Income Tax A.Y. 2012-13 Commissioner of Income Tax (Appeals)

Entry Tax F.Y. 2009-10 to F.Y The Deputy Commissioner, Appeal-I 2012-13

Service Tax April 01, 2005 to Custom, Central Excise & Service Tax March 31, 2010 Appellate Tribunal, New Delhi

Service Tax April 01, 2005 to Custom, Central Excise & Service Tax March 31, 2009 Appellate Tribunal, New Delhi

Service Tax Oct. 2011 to March Custom, Central Excise & Service Tax 2013 Appellate Tribunal, New Delhi

Service Tax April 01, 2008 to Custom, Central Excise & Service Tax March 31, 2011 Appellate Tribunal, New Delhi

Nature of Amount (Rs.) dues

Income Tax 1,61,87,671/-

Entry Tax 94,87,706/- (including interest)

Service Tax Service Tax - 2,24,71,199/- Penalty - 2,24,71,199/-

Service Tax Service Tax - 2,69,10,407/- Penalty - 2,69,10,407/-

Service Tax Service Tax - 67,75,356/- Penalty u/s 76- Maximum to Rs. 67,75,356/- Penalty 77(2)- Rs. 10,000/-

Service Tax Service Tax - 1,24,52,639/- Penalty - 1,24,52,639/-

(c) Investor Education and Protection Fund: The Company has transferred the amount, required to be transferred, to Investor Education and Protection Fund in accordance with the provisions of Companies Act, 1956 and rules made thereunder within the time.

viii. Sick Industry :-

The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

ix. Dues to Financial Institution or Bank or Debenture holders :-

According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. Further, there are no dues to debenture holders.

x Guarantees given for loans taken by others from bank or financial institution :-

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. Application of Term loans-

According to the information and explanations given to us, term loans raised during the year were applied for the purpose for which they were obtained by the company.

xii. Fraud on or by the company-noticed or reported:-

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year.

For and on behalf of S. MISRA & ASSOCIATES Chartered Accountants FRN-004972C

CA SACHINDRA MISRA Jaipur Partner May 29, 2015 M. No. - 073776

---

Mar 31, 2014

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

Management''s Responsibility for 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 principles generally accepted in India including 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

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 misstatements.

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.

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 profit/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.

Report on Other Legal and Regulatory Requirements

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the directors as on March 31, 2014, 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.

ANNEXURE REFFERED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 OF COMPUCOM SOFTWARE LIMITED

As required by the Companies (Auditor''s Report) Order, 2003 and the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

i. Fixed Assets :- a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c. There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

ii. Inventories :- The Company does not have any inventories.

iii. Loans to/from the parties covered in the register maintained under Section 301 of the Act:- a. The Company has granted unsecured loans to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 2,86,49,272/- (outstanding balance as at March 31, 2014 is Nil). The Company has charged interest on such loan. In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans so granted are not prima facie prejudicial to the interest of the company. There is no irregularity in the recovery of principal which is as per mutual stipulations. b. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was of Rs. 7,96,34,180/- (outstanding balance as at March 31, 2014 Rs. Nil). In our opinion and according to the information and explanations given to us, the rate of interest and other terms & conditions of the unsecured loans so taken are prima facie not prejudicial to the interest of the company. There is no irregularity in interest and principal repayments as per mutual stipulations.

iv. Internal Control System :- In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

v. Transactions with Related Parties as per Register of Contract u/s 301:- In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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 arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

vi. Public Deposits:- According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Therefore the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

vii. Internal Audit System:- In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business. However, in our opinion, the system needs to be strengthened further so as to match up with the growth of the Company.

viii. Cost Record:- The maintenance of cost records has been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, for activity related to wind power generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the company is maintaining the prescribed cost records.

ix. Statutory Dues :- a. Undisputed statutory dues :- According to records of the Company, it has generally been regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

b. Disputed statutory dues:- Details of statutory dues which have not been deposited as at March 31, 2014 on account of disputes are given below :

Nature of Period to which the Forum where the Dispute is pending Amount (Rs.)

dues amount relates

Income Tax A.Y. 2005-06 Hon''ble Income Tax Appellate Tribunal, Penalty- 8,50,287/-

Jaipur Bench.

Income Tax A.Y. 2008-09 Commissioner of Income Tax (Appeals) Penalty- 36,91,580/-

Income Tax A.Y. 2011-12 Commissioner of Income Tax (Appeals) Income Tax- 77,70,410/-

Entry Tax A.Y. 2007-08, 2008-09 Deputy Commissioner (Appeals) Entry Tax- 34,28,931/-

and 2009-10 Penalty- 1,02,87,793/-

Interest - 8,22,950/-

Service Tax April 01,2005 to Custom, Central Excise & Service Tax Service Tax - 2,24,71,199/-

March 31, 2010 Appellate Tribunal, New Delhi Penalty - 2,24,71,199/-

Service Tax April 01, 2005 to Custom, Central Excise & Service Tax Service Tax - 2,69,10,407/-

March 31, 2009 Appellate Tribunal, New Delhi Penalty - 2,69,10,407/-

x. Sick Industry :- The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

xi. Dues to Financial Institution or Bank or Debenture holders :- According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. Further, there are no dues to debenture holders.

xii. Loans and Advances granted on the basis of security:- According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii. Chit Fund, Nidhi or Mutual Benefit Company:- 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.

xiv. Company dealing or trading in shares, securities, debentures and other investments:- In respect of the shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name. However, during the current reporting year no such transactions have taken place in respect of the investments held by the company.

xv. Guarantees given for loans taken by others from bank or financial institution:- According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. Application of Term loans:- According to the information and explanations given to us, term loans outstanding at the beginning of the year and those raised during the year were applied for the purpose for which they were obtained by the company.

xvii. Use of short term and long terms investments:- According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records of the Company, we are of the opinion that, prima facie short-term funds have not been used for long-term investments.

xviii. Preferential allotment of shares to parties covered in the register maintained under Section 301:- The Company has not made any preferential allotment of shares to the company covered in the register maintained under section 301 of the Companies Act, 1956.

xix. Securities and Debentures:- The Company did not issue any debenture during the year.

xx. End use of money raised by public issues:- The Company has not raised any money by a public issue, during the year.

xxi. Fraud on or by the company-noticed or reported:- According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year.

For and on behalf of

S. MISRA & ASSOCIATES

Chartered Accountants FRN-004972C

CA SACHINDRA MISRA

Jaipur Partner

May 27, 2014 M. No. - 073776

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of COMPUCOM SOFTWARE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for 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 principles generally accepted in India including 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

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 misstatements.

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.

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, 2013;

b) in the case of the Statement of Profit and Loss, of the profit/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.

Report on Other Legal and Regulatory Requirements

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the Directors as on March 31, 2013, taken on record by the Board of Directors, none of the Directors is disqualified 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 Act.

ANNEXURE REFFERED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013 OF COMPUCOM SOFTWARE LIMITED

As required by the Companies (Auditor''s Report) Order, 2003 and the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

i. Fixed Assets :- a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c. There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

ii. Inventories :- The Company does not have any inventories.

iii. Loans to/from the parties covered in the register maintained under Section 301 of the Act:- a. The Company has granted unsecured loans to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 3,01,97,063/- (outstanding balance as at March 31, 2013 is Rs. 2,84,24,572/-). The Company has not charged interest on such loan. In our opinion and according to the information and explanations given to us, the terms and conditions of the unsecured loans so granted are not prima facie prejudicial to the interest of the Company. There is no irregularity in the recovery of principal which is as per mutual stipulations. b. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was of Rs. 14,72,37,951/- (outstanding balance as at March 31, 2013- Rs. 5,80,62,227/-). In our opinion and according to the information and explanations given to us, the rate of interest and other terms & conditions of the unsecured loans so taken are prima facie not prejudicial to the interest of the Company. There is no irregularity in interest and principal repayments as per mutual stipulations.

iv. Internal Control System :- In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

v. Transactions with Related Parties as per Register of Contract u/s 301:- In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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 arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

vi. Public Deposits:- According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Therefore the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

vii. Internal Audit System:- In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business. However, in our opinion, the system needs to be strengthened further so as to match up with the growth of the Company.

viii. Cost Record:- The maintenance of cost records has been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, for activity related to wind power generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the Company is maintaining the prescribed cost records.

ix. Statutory Dues :- a. Undisputed statutory dues :- According to records of the Company, it has generally been regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

b. Disputed statutory dues:- Details of statutory dues which have not been deposited as at March 31, 2013 on account of disputes are given below :

Nature of Period to which the Forum where the Dispute is pending Amount (Rs.) dues amount relates

Income Tax A.Y. 2005-06 Commissioner of Income Tax (Appeals) Penalty- 8,50,287/-

Income Tax A.Y. 2008-09 Commissioner of Income Tax (Appeals) Penalty- 36,91,580/-

Entry Tax A.Y. 2007-08, 2008-09 Deputy Commissioner (Appeals) Entry Tax- 34,28,931/- and 2009-10 Penalty- 87,793/-

Interest - 8,22,950/-

Service Tax April 01, 2005 to Custom, Central Excise & Service Tax Service Tax - 2,24,71,199/- March 31, 2010 Appellate Tribunal, New Delhi Penalty - 2,24,71,199/-

x. Sick Industry :- The Company has neither accumulated losses at the end of the Financial Year nor has it incurred cash losses, both, in the Financial Year under report and the immediately preceding Financial Year.

xi. Dues to Financial Institution or Bank or Debenture holders :- According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. Further, there are no dues to debenture holders.

xii. Loans and Advances granted on the basis of security:- According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii. Chit Fund, Nidhi or Mutual Benefit Company:- 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.

xiv. Company dealing or trading in shares, securities, debentures and other investments:- In respect of the shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name. However, during the current reporting year no such transactions have taken place in respect of the investments held by the Company.

xv. Guarantees given for loans taken by others from bank or financial institution:- According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. Application of Term loans:- According to the information and explanations given to us, term loans outstanding at the beginning of the year and those raised during the year were applied for the purpose for which they were obtained by the Company.

xvii. Use of short term and long terms investments:- According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records of the Company, we are of the opinion that, prima facie short-term funds have not been used for long-term investments.

xviii. Preferential allotment of shares to parties covered in the register maintained under Section 301:- The Company has not made any preferential allotment of shares to the Company covered in the register maintained under section 301 of the Companies Act, 1956.

xix. Securities and Debentures:- The Company did not issue any debenture during the year.

xx. End use of money raised by public issues:- The Company has not raised any money by a public issue, during the year.

xxi. Fraud on or by the Company-noticed or reported:- According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year.

For and on behalf of

S. MISRA & ASSOCIATES

Chartered Accountants FRN-004972C

CA SACHINDRA MISRA

Jaipur Partner

May 27, 2013 M. No. - 073776

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of COMPUCOM SOFTWARE LIMITED ("the company") as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annexed hereto a statement on the matters specified 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 purpose of our audit.

b) In our opinion, proper books of accounts as required by law, have been kept by the Company so far as it appears from our examination of such 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, the Statement of Profit and Loss 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 the written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors and the information and explanations given to us, none of the Directors is prima-facie disqualified as at March 31, 2012, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

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

b) The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c) There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

ii. The Company does not have any inventories.

iii. a) According to the information and explanations given to us, the Company has granted unsecured loans to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 65,39,193/- (outstanding balance as at March 31, 2012 is Nil/-). The Company has not charged interest on such loan. The terms and conditions of the unsecured loans so granted are not prima facie prejudicial to the interest of the company. There is no irregularity in the repayment of principal which is as per mutual stipulations.

b) According to the information and explanations given to us, the Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was of Rs. 18,42,75,009/- (outstanding balance as at March 31, 2012- Rs. 13,19,08,982/-). The rate of interest and other terms & conditions of the unsecured loans so taken are prima facie not prejudicial to the interest of the company. There is no irregularity in interest and principal repayments as per mutual stipulations.

iv. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

v In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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 arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. The Company Law Board or Reserve Bank of India, or any Court, or any other Tribunal has not passed any order.

vii. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business. However, in our opinion, the system needs to be strengthened further so as to match up with the growth of the Company.

viii. The maintenance of cost records has been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956, for activity related to wind power generation. According to the information and explanations given to us and on the basis of our examination thereof, we report that the company is maintaining the prescribed cost records.

ix. a) According to records of the Company, it has generally been regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

b) Details of statutory dues which have not been deposited as at March 31, 2012 on account of disputes are given below :

Nature of Period to which the Forum where the Dispute is pending Amount (Rs.) dues amount relates

Income Tax A.Y. 2005-06 Commissioner of Income Tax (Appeals) 8,50,287/-

Entry Tax A.Y. 2007-08, 2008-09 Deputy Commissioner (Appeals) Entry Tax- 34,28,931/- and 2009-10 Penalty- 1,02,87,793/-

Interest- 8,22,950/- Service Tax April 01, 2005 to Custom, Central Excise & Service Service Tax 2,24,71,199 /- March 31, 2010 Tax Appellate Tribunal, New Delhi Penalty 2,24,71,199/-

x. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

xi. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks and financial institutions. There are no dues to debenture holders.

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

xiii. 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.

xiv. In respect of the shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name. However, during the current reporting year no transactions have taken place in respect of the investments held by 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 banks or financial institutions.

xvi. Since the company has not raised any term loan during the year the issue of application thereof is not applicable for the current reporting year.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records of the Company, we are of the opinion that, prima facie short-term funds have not been used for long -term investments.

xviii. According to the information and explanations given to us and based on the documents and records produced before us, during the year the Company has not made any preferential allotment of shares to the company covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company did not issue any debenture during the year.

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

xxi. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company, during the year.

For and on behalf of

S.MISRA & ASSOCIATES

Chartered Accountants

FRN-004972C

CA. SACHINDRA MISRA

Jaipur Partner

May 26, 2012 M. No. - 073776

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of COMPUCOM SOFTWARE LIMITED as at March 31, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the Accounting Principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 and the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annexed hereto a statement on the matters specified 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 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 such books.

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

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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 the written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors and the information and explanations given to us, none of the Directors is prima-facie disqualified as at March 31, 2011 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes 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:

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

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

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

ANNEXURE REFFERED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 OF COMPUCOM SOFTWARE LIMITED

As required by the Companies (Auditors' Report) Order, 2003 and the Companies (Auditors' Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

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

b) The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c) There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

2. The Company does not have any inventories.

3. a) According to the information and explanations given to us, the Company has granted an unsecured loan to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 2,31,34,720/- (outstanding balance as on March 31, 2011 is Nil). The Company has not charged interest on such loan. The terms and conditions of the unsecured loans so granted are not prima facie prejudicial to the interest of the Company. There is no irregularity in the repayment of principal which is as per mutual stipulations.

b) According to the information and explanations given to us the Company has taken an unsecured loan from three companies listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was of Rs. 22,11,02,790/- (outstanding balance as on March 31, 2011- Rs. 16,77,37,589/-). The rate of interest and other terms & conditions of the unsecured loan so taken are prima facie not prejudicial to the interest of the company. There is no irregularity in interest and principal repayments as per mutual stipulations.

4. In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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 arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. The Company Law Board, or Reserve Bank of India, or any Court, or any other Tribunal has passed no order.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business. However, in our opinion, the system should be strengthened further so as to match up with the growth of the Company.

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, for any of the activities of the Company.

9. a) According to records of the Company, it has generally been regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

b) Details of dues of Income Tax and Entry Tax which have not been deposited as at March 31, 2011 on account of disputes are given below :

Particulars Period to which the Forum where the Dispute is pending Amount (Rs.) amount relates

Income Tax A.Y. 2005-06 Commissioner of Income Tax (Appeals) 13,75,878/-

Income Tax A.Y. 2005-06 Commissioner of Income Tax (Appeals) 8,50,287/-

Income Tax A.Y. 2008-09 Commissioner of Income Tax (Appeals) 26,73,470/-

Entry Tax A.Y. 2007-08, 2008-09 Deputy Commissioner (Appeals) Entry Tax- 34,28,931/ and 2009-10 Penalty- 1,02,87,793/- Interest- 8,22,950/-

10. The Company has neither accumulated losses at the end of the Financial Year nor has it incurred cash losses, both, in the Financial Year under report and the immediately preceding Financial Year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or 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 respect of the shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15. 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.

16. The Company has raised new term loans during the year. In our opinion and according to the information and explanations given to us, the term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records of the Company, we are of the opinion that, prima facie short-term funds have not been used for long-term purposes.

18. The Company has made preferential allotment of shares to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 and the same is not prejudicial to the interest of the Company.

19. The Company did not issue any debentures during the year.

20. The Company has not raised any money by a public issue during the year.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For and on behalf of

5. MISRA & ASSOCIATES

Chartered Accountants

FRN-004972C

CA SACHINDRA MISRA

Partner

Membership No. - 073776

Jaipur, May 27, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of COMPUCOM SOFTWARE LIMITED as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annexed hereto a statement on the matters specified 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 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 such 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, the 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 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors and the information and explanations given to us, none of the Directors is prima-facie disqualified as at March 31, 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 according to the explanations given to us, the said accounts read with the notes 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

ANNEXURE REFFERED TO IN PARAGRAPH 2 OF OUR AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF COMPUCOM SOFTWARE LIMITED

As required by the Companies (Auditor’s Report) Order, 2003 and the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

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

b) The management on a sample basis during the year has physically verified the major assets and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c) There has been no substantial disposal of fixed assets during the year, so as to affect the going concern status of the Company.

2. The Company does not have any inventories.

3. a) According to the information and explanations given to us, the Company has granted an unsecured loan of Rs. 4,33,89,357/-

(outstanding balance as on 31st March 2010- Rs. 3,64,70,136/-) to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. b) According to the information and explanations given to us, during the year, the Company has taken an unsecured loan of Rs. 11,25,43,841/- (outstanding balance as on 31st March 2010- Rs. 15,48,29,653/-) from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of computers and other equipment and for the sale of software and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we have not come across any transaction in which directors were interested, as contemplated under Section 297 and Section 299 of the Companies Act, 1956, and which were required to be entered in the register maintained under section 301 of the said Act.

6. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. The Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal has passed no order.

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

9. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, for any of the activities of the Company.

10. a) According to records of the Company, it has generally been regular in depositing undisputed statutory dues, including dues

pertaining to Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

b) We have been informed that there are no disputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

11. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

12. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

13. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

14. 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.

15. In respect of the shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

16. 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.

17. In our opinion and according to information and explanations given to us, the Company has taken a term loan of Rs. 14,18,69,046.15/ - (outstanding balance as on 31st March, 2010 – Rs. 25,82,91,789/-) from any bank or financial institutions during the year under review.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records of the Company, we are of the opinion that, prima facie short-term funds have not been used for long -term purposes.

19. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The Company did not issue any debentures during the year.

21. The Company has not raised any money by a public issue, during the year.

22. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company, during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors’ Report) Order, 2003, and the Companies (Auditors’ Report) (Amendment) Order, 2004, Clauses (iii)(b), (iii)(f), (iii)(g), (v)(b) and (xiii) of paragraph 4 of the aforesaid Order, are, in our opinion, not applicable to the Company.

For and on behalf of

5. MISRA & ASSOCIATES

Chartered Accountants

FRN-004972C

CA. SACHINDRA MISRA

Partner

Membership No.073776

Jaipur, 31st July 2010