Auditor Report of Groarc Industries India Ltd.

Mar 31, 2024

We have audited the accompanying Financial Statements of GROARC INDUSTRIES INDIA
LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2024, and the
Statement of Profit and Loss and Statement of Cash Flows for the year ended on that date, and
notes to the Financial Statements, including a summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(''Act'') in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024,
its Profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor''s responsibilities for the audit of the
Financial Statements section of our report. We are independent of the Company in accordance
with the code of ethics issued by the Institute of Chartered Accountants of India (ICAI) together
with the ethical requirements that are relevant to our audit of the Financial Statements under the
provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s code of ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion on the financial statements.

Key Audit Matters

Key Audit Matters are those matters that in our professional judgment, were of most significance
in our audit of the Financial Statements of the current period. These matters were addressed in
the context of our audit of the Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the
Company as it is an unlisted company.

Information other than the Financial Statements and Auditors'' Report thereon

The Company''s Board of Directors are responsible for the preparation of the other information.
The other information comprises the information included in the Board''s Report including
Annexure(s) to Board''s Report, but does not include the Financial Statements and our auditor''s
report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the Standalone Financial Statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information; we are required to report that fact. We have nothing to report in this
regard.

Management''s responsibility for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these Financial Statements that give a true and fair view of
the financial position, financial performance, changes in equity and Cash Flows of the Company
in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the
financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Financial Statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable Assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in the
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Financial Statements,
including the disclosures, and whether the Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the financial statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

Report On Other Legal And Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the Annexure âAâ, a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid Financial Statements comply with the accounting standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the board of directors, none of the directors is disqualified as on March 31,
2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(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
âAnnexure Bâ. 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
the requirements of section 197(16) of the Act, as amended, we report that section 197 is not
applicable on private company. Hence reporting as per section 197(16) is not required

(h) 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 does not have any pending litigations which would impact its financial position.

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

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

iv. The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the company
to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (âUltimate Beneficiariesâ) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

v. The management has represented, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been received by the company from any
person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding,
whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

vi. Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) contain any material mis-statement.

vii. The company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.

viii. Based on our examination, which included test checks, the Company has used accounting
software''s for maintaining its books of account for the financial year ended 31 March 2024
which has a feature of recording audit trail (edit log) facility and the same has not been operated
throughout the year for all relevant transactions recorded in the software''s. Further, during the
course of our audit we did not come across any instance of the audit trail feature being tampered
with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023,
reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation
of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended 31 March 2024.

For Venkat and Rangaa LLP
Chartered Accountants
LLPIN: AAK-5672
Sd/-

S. Mohan Raajan
Partner
M.No: 206393

UDIN: 24206393BKATKE8041

Date: 30.05.2024
Place: Chennai

Mar 31, 2011

We have audited the attached Balance Sheet of Telesys Info-Infra (I) Limited (formerly known as Telesys Software limited) ("the Company") as at 31st March 2011 and the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

1. As required by the Companies (Auditor Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act") we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to above, we report that:-

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

(ii) In our opinion, the Company has kept proper books of account as required by Law so far as appears from our examination of those books

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit & 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.

(v) On the basis of the written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(vi) In our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the

Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. in the case of the balance sheet, of the state of Affairs of the Company as at 31st March 2011; and

ii. in the case of the Profit & 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 for the year ended on that date. The Cash Flow Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in our report to the members of M/s. Telesys Info-Infra (I) Limited (formerly known as Telesys Software Limited) ("the Company") for the year ended 31st March 2011.

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

b) All the assets have been physically verified by the management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year no sale of any of the fixed assets was effected by the Company.

2. The Company does not have any inventory. Accordingly paragraph 4(ii) of the order is not applicable.

3. The Company has neither taken for granted any loans, secured and unsecured to/from companies, firms and 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 adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. The Company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the order is not applicable.

6. The Company has not accepted any deposits from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, clause 4(vi) of the order is not applicable.

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

8. The Company has not been required by the Central Government to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956. Accordingly, clause 4 (viii) of the order is not applicable.

9. a) The Company is regular in depositing with appropriate authorities undisputed statutory dues such as Income Tax, Sales Tax, Education Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us there are no disputed amounts payable in respect of Income Tax, Sales Tax, Education Cess were in arrears as at 31bl March, 2011 for a period of more than six months from the date they become payable.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not availed any loan from financial institution, banks or debentures holders and hence the question of default in repayment doesn't arise.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4(xii) of the order is not applicable.

13. In our opinion, the Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/ Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. The Company is not dealing or trading in Shares, Securities, Debentures and other Investment. The Investments in Shares, Securities, Debentures and other forms of Investments were held in the name of the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans from Banks or Financial Institutions. Accordingly Paragraph 4(xv) of the Order is not applicable.

16. According to the information and explanations given to us, we report that the Company has not raised any Term Loan during the Year.

17. According to the information and explanations given to us, we report that the Company has not raised any Short Term or Long Term funds during the Year.

18. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of Shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during. the period covered by this audit report, the Company has not issued any debentures.

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

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

FOR VENKAT & RANGAA

Chartered Accountants

F.No.004597 S

Sd/-

S. Mohanraajan

Partner

M No. 206393

Place: Chennai

Date : 10.06.2011

Mar 31, 2010

We have audited the attached Balance Sheet of Telesys Info-Infra (I) Limited (formerly known as Telesys Software Limited) ("the Company") as at 31 st March 2010 ana the Profit & Loss Account and Cash Flow Statement for the year ended on tnat date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by she Companies (Auditor Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act") we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to above, we report that:-

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the purpose of our audit.

(ii) In our opinion, the Company has kept proper books of account as required by Law so far as appears from our examination of those books

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit & 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.

(v) On the basis of the written representations received from the Directors, as on 31 st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 195o; and

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In the case of the balance sheet, of the state of Affairs of the Company as at 31st March 2010; and

ii. In the case of the Profit & Loss Account of the Loss of the company for the year ended on that date.

Annexure referred to in our report to the members of M/s. Telesys Info-Infra (I) Limited (formerly known as Telesys Software Limited) ("the Company") for the year ended 31 st March 2010.

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

c) During the year no sale of any of the fixed assets was effected by the Company.

2. The Company does not have any inventory. Accordingly paragraph 4(ii) of the order is not applicable.

3. The Company has neither taken nor granted any loans, secured and unsecured to/from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956.

5. The Company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the order is not applicable.

6. The Company has not accepted any deposits from the public and hence provisions of sections 58A and 58AAof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975are not applicable. Accordingly, clause 4(vi) of the order is not applicable.

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

9. a) The Company is regular in depositing with appropriate authorities undisputed statutory dues such as Income Tax, Sales Tax, Education Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us there are no disputed amounts payable in respect of Income Tax, Sales Tax, Education Cess were in arrears as at 31 st March, 2010 for a period of more than six months from the date they become payable.

11 .In our opinion and according to the information and explanation given to us, the Company has not availed any loan from financial institution, banks or debentures holders and hence the question of default in repayment doesn't arise.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4(xii) of the order is not applicable.

13.In our opinion, the Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/ Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14.The Company is not dealing or trading in Shares, Securities, Debentures and other Investment. The Investments in Shares, Securities, Debentures and other forms of Investments were held in the name of the Company.

15.According to the information and explanations given to us, the Company has not given any guarantee for loans from Banks or Financial Institutions. Accordingly Paragraph 4(xv) of the Order is not applicable.

16.According to the information and explanations given to us, we report that the Company has not raised any Term Loan during the Year.

17.According to the information and explanations given to us, we report that the Company has not raised any Short Term or Long Term funds during the Year.

18.According to the information and explanations given to us, during the year the Company has not made any preferential allotment of Shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during the period covered by this audit report, the Company has not issued any debentures.

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

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

For VENKAT & RANGAA

Chartered Accountant

F No 004597S

Place: Chennai

Date: 03.06.2010

Sd/-

S.Mohanraajan

Partner

M.No. 206393

Mar 31, 2009

We have audited the attached Balance Sheet of Telesys Software Limited ("the Company") as at 31st March 2009 and the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. Further to our comments in the annexure referred to above, we report that: -

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

(ii) In our opinion, the Company has kept proper books of account as required by Law so far as appears from our examination of those books

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by mis report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit & 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.

(v) On the basis of the written representations received from the Directors, as on 31 st March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fa"" view inconformity with the accounting principles generally accepted in India:-

i. In the case of the balance sheet, of the state of Affairs of the Company as at 31st March 2009; and

ii. in the case of the Profit & Loss Account of the Loss of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in our report to the members of M/s. Telesys Software Limited ("the Company") for the year ended 31 st March 2009.

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

c) During the year no sale of any of the fixed assets was effected by the Company; "

2. The Company does not have any inventory. Accordingly paragraph 4(ii) of the order is not applicable.

3. The Company has neither taken nor granted any loans, secured and unsecured to/from companies, firms and other parties listed in the register maintained under section 301 ofthe Companies Act 1956.

5. The Company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the order is not applicable.

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

9. a) The Company is regular in depositing with appropriate authorities undisputed statutory dues such as Income Tax, Sales Tax, Education Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us there are no disputed amounts payable in respect of Income Tax, Sales Tax, Education Cess were in arrears as at 31 st March, 2009 for a period of more than six months from the date they become payable.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4(xii) of the order is not applicable. .

13. In our opinion, the Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/ Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

16. According to the information and explanations given to us, we report that the Company has not raised any Term Loan during the Year.

17. According to the information and explanations given to us, we report that the Company has not raised any Short Term or Long Term funds during the Year.

18.According to the information and explanations given to us, during the year the Company has not made any preferential allotment of Shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19.According to the information and explanations given to us, during the period covered by this audit report, the Company has not issued any debentures.

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

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

For VENKAT & RANGAA Chartered Accountant Place: Chennai Date: 30.06.2009 Sd/- S.Mohanraajan Partner M.No. 206393

Mar 31, 2008

We have audited the attached Balance Sheet of Telesys Software Limited ("the Company") as at 31st March 2008 and the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

(ii) In our opinion, the Company has kept proper books of account as required by Law so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit & 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.

(v) On the basis of the written representations received from the Directors, as on 31st March, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2008 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

i. in the case of the balance sheet, of the state of Affairs of the Company as at 31st March 2008; and

ii. in the case of the Profit & Loss Account of the Loss of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in our report to the members of M/s. Telesys Software Limited ("the Company") for the year ended 31st March 2008.

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

b) All the assets have been physically verified by the management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, Software which was not required was disposed by the company along with the Capital Work in Progress. We are informed that the same will not affect the working of the company as they do not constitute a substantial part of fixed assets during the year.

2. The company does not have any inventory. Accordingly, paragraph 4(ii) of the order is not applicable

3. The Company has neither taken nor granted any loans, secured and unsecured to/from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956.

5. The company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act 1956. Accordingly, clause 4(v) of the order is not applicable

6. The company has not accepted any deposits from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, clause 4(vi) of the order is not applicable

7. In our opinion the company has an internal audit system commensurate with its size and nature of its business.

8. The Company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956. Accordingly, clause 4(viii) of the order is not applicable

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues such as Income tax, Sales tax, education cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us there are no disputed amounts payable in respect of income tax, sales tax, education cess were in arrears as at 31st March 2008 for a period of more than six months from the date they become payable.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not availed any loan from financial institution, banks or debenture holders and hence the question of default in repayment doesnt arise.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4(xii) of the order is not applicable.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. The company has given guarantee to Andhra Bank, Sowcarpet Branch for Rs. 20.48 Crores against Term Loan sanctioned to M/s.Chitra Bio Energy Ltd and the terms and conditions whereof are not prejudicial to the interest of the company.

16. According to the information and explanations given to us, we report that the company has not raised any term loan during the year.

17. According to the information and explanations given to us, we report that the company has not raised any short-term or long-term funds during the year.

18. According to the information and explanations given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during the period covered by this audit report, the company has not issued any debentures.

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

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

For VENKAT & RANGAA Chartered Accountant Place: Chennai Date : 30.06.2008 Sd/- S.Mohanraajan Partner M. No.206393

Mar 31, 2007

1. We have audited the attached Balance Sheet of Telesys Software Limited as at 31st March 2007, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement of 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:

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

ii) In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books.

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

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

v) On the basis of written representations received from the directors, as on 31st March 2007, and taken on record* by the Board of Directors, We report that none of directors are disqualified as on 31st March 2007 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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; the nature of its business. During the course of audit, We have not observed any continuing failure demanding correction of weaknesses in internal control system.

5. The company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act 1956 requiring the maintenance of a register under the above section.

6. The company has not accepted any deposits from the public.

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

8. The Company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

a. The company is regular in depositing with appropriate authorities undisputed statutory dues such as sales tax, Income tax, education cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax sales tax and cess were in arrears as at 31st March 2007 for a period of more than six months from the date they became payable.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by this audit and has incurred cash loss during the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not availed any loan from financial institution, bank or debenture holders and hence the question of default in repayment doesnt arise.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securites. Accordingly Clause 4(xii) of the order is not applicable.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. The company has given guarantee to Andhra Bank, Sowcarpet Branch for Rs.20.48 Crores against Term Loan sanctioned to M/S.Chitra Bio Energy Limited and the terms and conditions whereof are not prejudicial to the interest of the company the nature of its business. During the course of audit, We have not observed any continuing failure demanding correction of weaknesses in internal control system.

5. The company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act 1956 requiring the maintenance of a register under the above section.

6. The company has not accepted any deposits from the public.

7. in our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. The Company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

a The company is regular in depositing with appropriate authorities undisputed statutory dues such as sales tax, Income tax, education cess and other material statutory dues applicable to it.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securites. Accordingly Clause 4(xii) of the order is not applicable.

13. In cur opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, we report that the company has not raised any term loan during the year.

16. According to the information and explanations given to us, We report that the company has not raised any short-term or long-term funds during the year.

17. According to the information and explanations given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. According to the information and explanations given to us, during the period covered by this audit report, the company has not issued any debentures.

19. The company has not raised any money by way of public issue during the year.

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

Place: Chennai Venkat &Rangaa Date : 30/06/2007 Chartered Accountants

Mar 31, 2006

ANNUAL REPORT 2005-2006

AUDITORS' REPORT

TO THE MEMBERS OF TELESYS SOFTWARE LIMITED

1. I have audited the attached Balance Sheet of Telesys Software Limited as at 31st March 2006, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements, based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India Those standards require that 1 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. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,1 enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 .of the said order.

4. Further to my comments in the Annexure referred to above, I report that:

i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

ii) In my opinion, the company has kept proper books of account as required by law so far as appears from my examination of those books.

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

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

v) On the basis of written representations received from the directors, as on 31st March 2006, and taken on record by the Board of Directors, I report that none of directors are disqualified as on 31st March 2006 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

4i) In my opinion and to the best of my information and according to the explanations given to me, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a. in the case of Balance Sheet, of the state of affairs of the company as at 31st March 2006;

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

vii) I have also examined the attached Cash Flow Statement of the company for the year ended 31st March 2006. The Statement has been prepared by the company in accordance with the, requirements of clause 32 of the listing agreement entered into with the Stock Exchanges.

A. Chinnappan Chartered Accountant

Place : Chennai Date : 30th June 2006

Annexure to the Auditors' Report

The Annexure referred to in Para 3 of the Auditors' Report to the members of M/s. Telesys Software Limited for the year ended 31st March 2006.

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

b. All the assets have been physically verified by the management during the year and there is regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

c. The company is maintaining proper records of inventory. There were no discrepancies noticed on verification between the physical and the book stocks.

3. The Company has neither taken nor granted any loans, secured and unsecured to / from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956.

4. In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of audit, I have not observed any continuing failure demanding correction of weaknesses in internal control system.

5. The company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act 1956 requiring the maintenance of a register under the above section.

6. The company has not accepted any deposits from the public.

7. In my opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. The Company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues such as sales tax, Income tax, education cess and other material statutory dues applicable to it.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax sales tax and cess were in arrears as at 31st March 2006 for a period of more than six months from the date they became payable.

10. In my opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by this audit and the immediately preceding financial year.

11. In my opinion and according to the information and explanations given to me, the company has not availed any loan from financial institution, bank or debenture holders and hence the question of default in repayment doesn't arise.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly Clause 4(xii) of the order is not applicable.

13. In my opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

15. According to the informatics and explanations given to me, I report that the company has not raised any term loan during the year.

16. According to the information and explanations given to me, I report that the company has not raised any short-term or long-term funds during the year.

17. According to the information and explanations given to me, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. According to the information and explanations given to me, during the period covered by this audit report, the company has not issued any debentures.

19. The company has not raised any money by way of public issue during the year.

20. According to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the course of the audit.

A. Chinnappan Chartered Accountant

Place : Chennai Date : 30th June 2006

Mar 31, 2005

1. I have audited the attached Balance Sheet of Telesys Software Limited as at 31st March 2005. the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companies management. My responsibility is to express an opinion on these financial statements based on our audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1958, I enclose In the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said order.

4. Further to my comments in the Annexure referred to above, I report that:

i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

ii) In my opinion, the company has kept proper books of account as required by law so far as appears from my examination of those books.

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

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

v) On the basis of written representations received from the directors, as on 31st March 2005, and taken on record by the Board of Directors, I report that none or directors is disqualified as on 31st March 2005 from being appointed as a director In terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) in my opinion and to the best of my information and according to the explanations given to me, the said accounts give the infomation required by the Companies Act, 1966, In the manner so required and give a true and fair view In conformity with the accounting principles generally accepted in India;

a. in the case of Balance Sheet, of the state of affairs of the company as at 31st March2005;

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

vii) I have also examined the attached Cash Flow Statement of the company for the year ended 31st March 2005. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreement entered into with the Stock Exchanges.

Place: Chennai A. Chinnappan Date: 29 June 2005 Chartered Accountant

Annexure to the Auditors Report

The Annexure referred to in Para 3 of the Auditors Report to the members of M/s- Telesys Software Limited for the year ended 31st March 2005.

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

c. The company has disposed of part of its fixed assets during the year. According to the information and explanations given to me, the said sale of assets has not affected the going concern status of the company.

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

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

c. The company is maintaining proper records of inventory. There were no discrepancies noticed on verification between the physical and the book stocks.

3. The Company has neither taken nor granted any loans, secured and unsecured to/from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956.

4. In my opinion and according to the information and explanations given to me. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of audit. I have not observed any continuing failure demanding correction of weaknesses in internal control system.

5. The company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act 1956 requiring the maintenance of a register under the above section.

6. The company has not accepted any deposits from the public.

7. In my opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. The Company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a. The company is regular In depositing with appropriate authorities undisputed statutory dues such as sales tax, Income tax, education cess and other material statutory dues applicable to it.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax sales tax and cess were in arrears as at 31 March 2005 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to me, there is a due of Income Tax of Rs.13,45,126/- for Asst Year 2002-03 Vide Asst Order Dt.16/03/05 against which the company has gone on appeal.

10. In my opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by this audit and the immediately preceding financial year.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securites. Accordingly Clause 4(xii) of the order is not applicable.

13. In my opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. The company is dealing and trading In shares and proper records have been maintained of the transactions and contracts. However 15,18,000/-Equity Shares of Rs-10/-each of M/S. Chitra Bio Energy Limited held in the name of the company were pledged with Andhra Bank Sowcarpet Branch and Union Bank of India Ashok Nagar Branch against loan availed by MS. Chitra Bio Energy Limited.

15. The company has given guarantee to Andhra Bank, Sowcarpet Branch for Rs.20.48 Crores against Term Loan sanctioned to M/S.Chitra Bio Energy Limited and the terms and conditions whereof are not prejudicial to the interest of the company

16. According to the information and explanations given to me, I report that the company has not raised any term loan during the year.

17. According to the information and explanations given to me, I report that the company has not raised any short-term or long-term funds during the year.

18. According to the information and explanations given to me, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to me, during the period covered by this audit report, the company has not issued any debentures.

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

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

Place: Channai A.Chinnappan Date : 29th June 2005 Chartered Accountant

Mar 31, 2003

1. We have audited the attached Balance Sheet of M/s, Telesys Software Limited, Chennai - 600 006 as at 31st March 2003 and the Profit and Loss Account of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. 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 amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reason- able basis for our opinion.

3. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

4.1. 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.

4.2. In our opinion, subject to the non-compliance of statutory formalities referred to in Note 2(9), proper books of accounts as required by law have been kept by the company so far as appears from our examination of these books

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

4.4. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the requirements of the accounting standards referred to In sub-section (3C) of section 211 of the Companies Act, 1956.

4.5. On the basis of written representations received by us from the directors of the company as at 31st March 2003 and taken on record by the board of directors, we report that none of the directors of the company is disqualified from being appointed as director of the company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

4.6. In our opinion and to the best of our information and according to the explanations given to us, subject as aforesaid in paragraph 4.2 above, the said accounts read together 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:-

a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March 2003;

b) In the case of Profit and Low Account of the Profit for the year ended on that date

5. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31st 2003. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchanges.

for N R KRISHNAMOORTHY & CO Chartered Accountants Place: Chennai N R KRISHNAMOORTHY Date: 25.06.2003 Partner

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in paragraph 3 of the Auditors Report to the members of Telesys Software Limited for the year ended 31st March 2003. We report that:

INTERNAL CONTROLS:

1. In our opinion and according to the information and explanations given to us, there are adequate Internal control procedures commensurate with the size of the company and the nature of It business tor the purchase of computer hardware and software, plant and machinery, equipment and other assets and for the purchase and sale of goods.

2. In our opinion and according to the information and explanations given to us. in respect of service activities, the company. commensurate with the size and nature of its business, has a reasonable system of:

a. Recording receipts, Issue and consumption of materials;

b. Allocating materials, consumed to each project:

c. Allocating man-hours utilized to each project; and

d. Authorisation and control over the allocation of labour costs to each project.

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

FIXED ASSETS

4. The Company has maintained proper records to show particulars including quantitative details and situation of fixed assets. The Company has a regular programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assess. In accordance with this program, during the year the management has physically verified certain fixed assets and no material discrepancies have been Identified on such verification.

5. None of Fixed Assets have been revalued during the year.

INVENTORIES:

6. The procedure for the physical verification of inventories followed by the management is reasonable and adequate In relation to the size of the company and the nature of to business.

7. No discrepancies were identified during the physical verification of inventories as compared to the book records.

8. On the basis of our examination of inventories, we are of the opinion that their valuation is fair and proper, in accordance with normally accepted accounting principles and is on the same basis as In the previous year.

9. The Company has a regular procedure for the determination of obsolete or unserviceable traded software.

10. In our opinion and according to the information and explanations given to us, the activities of the company are such that no realisable by-product or scrap is generated.

11. We are informed by the management that the Centrel Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. for any of the products of the Company.

LOANS AND ADVANCES:

12. The parties to whom loans or advances in the nature of loans have been given by the Company are regular in repaying the principal amounts as stipulated and interest where applicable.

13. The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 (1 of 1956) and/or from the companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956 (1 of 1956).

14. The Company has not granted any loans, secured and/or unsecured, to companies firms or other parties listed in the register maintained under section 301 and/or to the companies under the same management as defined under sub-section (1b) of section 370 of the Companies Act, 1956.

RELATED PARTIES:

15. In our opinion, and according to the information and explanations given to us, the transaction of purchase of goods and materials and services, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices as available with the company for such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with the other parties.

FIXED DEPOSITS:

16. The Company has not accepted any deposits from the public and consequently the provision of section 58-A of the Companies Act, 1956, and the rules framed there under are not applicable.

STAFF WELFARE:

17. The Provisions of the Provident Fund Act and the Employees State Insurance Act have been adhered to by the company.

18. On the basis of the examination of the books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of employees or directors appears to have been charged to revenue accounts other than those payable under contractual obligations or in accordance with generally accepted business practices.

19. According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, sales tax, custom duty, which are outstanding as at 31st March 2003 for a period of more than six months from the date they became payable.

OTHERS:

20. The Company is not a Sick Industrial Company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

for N R KRISHNAMOORTYHY & CO Chartered Accountants Place: Chennai N R KRISHNAMOORTHY Date: 25.06.2003 Partner

Mar 31, 2002

We have audited the attached Balance Sheet of M/S Telesys Software Limited, Chennai - 600 006 as at 31st March 2002 and the Profit and Loss Account of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 2 above:

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

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

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

(iv) In our opinion, the Profit And loss Account and the Balance Sheet comply with the requirements of the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representation received by us from the directors of the company as at 31st March 2002 and taken on record by the board of director, we report that no directors of the company is disqualified from being appointed as director of the company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together 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:-

a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March 2002 and

b) In the case of Profit and Loss Account of the Profit for the year ended on that date

We have also examined the attached Cash Flow Statement of the Company for the year ended March 31st 2002. The Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in paragraph 1 of the auditors report to the members of Telesys Software Limited for the year ended 31st March 2002. We report that:

INTERNAL CONTROLS

1. In our opinion and according to the information and explanations given to us, having regard to the explanations thereon, there are adequate internal control procedures commensurate with the size of company and the nature of its business for the purchase of computer hardware and software, Plant and machinery, equipment and other assets and for the sale of goods.

2. In our opinion and according to the information and explanations given to us, in respect of the service activities, the company, commensurate with the size and nature of its business, has a reasonable system of:

a. Recording receipts, issue and consumption of materials

b. Allocating materials consumed to each project:

c. Allocating man-hours utilised to each project: and

d. Authorisation and control over the allocation of labour costs to each project.

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

FIXED ASSETS

4. The Company has maintained proper records to show particulars including quantitative details and situation of fixed assets. The Company has a regular programme of physical verification of its Fixed Assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with this program, during the year the management has physically verified certain fixed assets and no material discrepancies have been identified on such verification.

5. None of the Fixed assets have been revalued during the year.

INVENTORIES

6. The procedures for the physical verification of inventories followed by the management are reason able and adequate in relation to the size of the company and the nature of its business.

7. No discrepancies were identified during the physical verification of inventories as compared to the book records.

9. The Company has a regular procedure for the determination of obsolete or unserviceable traded software.

10. In our opinion and according to the information and explanations given to us, the activities of the company are such that no realisable by-products or scrap is generated.

11. We are informed by the Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act 1956, for any of the products of the Company.

LOANS AND ADVANCES

12. The Parties to whom loans or advances in the nature of loans have been given by the Company are regular in repaying the principal amounts as stipulated and interest where applicable. In cases where the repayments have not been as stipulated, Management has taken adequate follow up action.

13. The Company has not taken any loans, secured and/or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 (1 of 1956) and/or from the companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act 1956 (1 of 1956).

14. The Company has not granted any loans, secured and/or unsecured, to companies firms or other parties listed in the registers) maintained under seection 301 and/or to the companies under the same management as defined under sub-section (1 b) of section 370 of the companies Act, 1956 (1 of 1956)

RELATED PARTIES

15. In our opinion, and according to the information and explanations given to us, the transaction of purchase of goods and materials and services, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices as available with the company for such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with the other parties.

FIXED DEPOSITS

16. The Company has not accepted any deposits from the public and consequently the provision of section 58-A of the Companies Act 1956, and the rules framed there under are not applicable.

STAFF WELFARE

17. The Provisions of the Provident Funds Act and the Employees State Insurance Act have been adhered to by the company.

18. On the basis of the examination of the books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of employees or directors appears to have been charged to revenue accounts other than payable under contractual obligations or in accordance with generally accepted business practices.

19. According to the information and explanations given to us there are no undisputed amount payable in respect of Income Tax, Sales Tax, Custom Duty which are outstanding, as at 31st March 2002 for a period of more than six months from the date they became payable.

OTHERS

20. The Company is not a Sick Industrial Company within the meaning of clause (O) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act 1985.

For N. R. KRISHNAMOORTHY & CO Chartered Accountants.

Place: Chennai N. R. KRISHNAMOORTHY Date: 29/06/2002 Partner.

Mar 31, 2001

We have audited the attached Balance Sheet of M/S Telesys Software Limited, Chennai - 600 085 as at 31st March 2001 and the Profit and Loss Account of the company for the year ended on that date annexed thereto and report that:-

1. As required by the Manufacturing and other Companies (Auditors Report)Order,1988 issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

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

(iv) In our opinion, the Profit And loss Account and Balance Sheet comply with the requirements of the accounting standards referred to in sub section (3C) of section 211 of tie Companies Act, 1956.

(v) On the basis of written representation received by us from the directors of the company as at 31st March 2001 and taken on record by the board of directors, we report that. no directors of the company is disqualified from being appointed as director of the company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together 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:-

a) In the case of Balance Sheet of the state affairs of the Company as at 31st March 2001 and

b) In the case of Profit and Loss Account of the Profit for the year ended on that date

3. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31st 2001. The Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange For N.R.Krishnamoorthy & Co Chartered Accountants Place : Chennai Date : 30/06/2001 N.R.Krishnamoorthy Partner

ANNEXURE TO THE AUDITORS` REPORT

The Annexure referred to in paragraph 1 of the auditor's report to the members of Telesys Software Limited for the year ended 31st March 2001. We report that:

INTERNAL CONTROLS

a. Recording receipts, issue and consumption of materials and

b. Allocating materials consumed to each project:

c. Allocating man-hours utilised to each project: and

d. Authorisation and control over the allocation of labour costs to each project.

3. In our opinion the company has an internal audit system, commensurate With its size and the nature of its business.

FIXED ASSETS

4. The Company has maintained proper records to show particulars including quantitative details and situation of fixed assets. The Company has a regular programme of physical verification of its Fixed Assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with this program, Management during the year has physically verified certain fixed assets and no material discrepancies have been identified on such verification.

5. None of the Fixed assets have been revalued during the year.

INVENTORIES

6. The procedures for the physical verification of inventories followed by Management are reasonable and adequate in relation to the size of the company and the nature of its business.

7. No discrepancies were identified on the physical verification of inventories as compared to the book records.

9. The Company has a regular procedure for the determination of obsolete or unserviceable traded software.

10. In our opinion and according to the information and explanations given to us, the activities of the company are such that no realisable by- products or scrap is generated.

11. We are informed by Management that the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act 1956, for any of the products of the Company.

LOANS AND ADVANCES

12. The Parties to whom loans or advances in the nature of loans have been given by the Company are regular in repaying the principal amounts as stipulated and interest where applicable. In a case where the repayments have not been as stipulated, Management has taken adequate follow up action.

13. The Company has not any taken loans, secured and/or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 (1 of 1956) and/or from the companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act 1956 (1 of 1956).

14. The Company has not granted any loans, secured and/or unsecured, to companies firms or offer parties listed in the register(s) maintained under 301 and/or to the companies under the same management as defined under sub- section (1b) of section 370 of the companies Act, 1956 (1 of 1956)

RELATED PARTIES

15. In our opinion, and according to the information and explanations given to us, the transaction of purchase of goods and materials and services, made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices as available with the company for such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with the other parties.

FIXED DEPOSITS

16. The Company has not accepted any deposits from the public and consequently the provision of section 58-A of the Companies Act 1956, and the rules framed there under are not applicable.

STAFF WELFARE

17. The Provisions of the Provident Funds Act and the Employees State Insurance Act have been adhered to by the company.

18. On the basis of the examination of the books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of employees or directors appears to have been charged to revenue accounts other than payable under contractual obligations or in accordance with generally accepted business practices.

19. According to the information and explanations given to us there are no undisputed amount payable in respect of Income Tax, Sales Tax, Custom Duty which are outstanding as at 31st March 2000 for a period of more than six months from the date they became payable.

OTHERS

20. The Company is not a Sick Industrial Company within the meaning of clause (O) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act 1985.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article