Auditor Report of Info-Drive Software Ltd.

Mar 31, 2015

I have audited the accompanying standalone financial statements of Info-Drive Software Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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:

My responsibility is to express an opinion on these standalone financial statements based on my audit. I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there-under.

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

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

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone financial statements.

Opinion:

1. According to the information and explanations given to me and in accordance with the provisions of the Companies Act, 2013, the Annual e-filing forms and event based forms with regards to increase in authorised share capital, sub-division of equity shares of the company, allotment of Foreign Currency Convertible Bonds (FCCBs) and allotment of equity shares consequent upon conversion of FCCBs were pending filing as on 31st March 2015.

2. Without qualifying my opinion:

a. I draw attention to Note e of Notes forming part of financial statements for the year ended March 31, 2015 in connection with the value of investments:

The value of investments in Info-Drive Software Inc, USA (wholly owned subsidiary) have diminished and eroded the entire capital of the company as on the date of balance sheet. No provision for such diminution in value of investments is made in the books of the company.

b. I draw attention to Note u of Notes forming part of financial statements for the year ended March 31, 2015 in connection with the advance received from M/s. Persian Dam Keshte Aria, Tehran, Iran.

The company had received an amount of Rs.4,00,12,568/- from the above said company towards 'Feed Corn Purchases.' As the swift message for advance amount received had a wrong mention of purpose, RBI approval was accorded in the month of June 2014 for refund of advance remittance received to the remitter in Iran and the amount is yet to be remitted.

Subject to the above, in my opinion and to the best of our information and according to the explanations given to me, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit 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, 2015 ('the Order') issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, I give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d. in my 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 31 March 2015 taken on record by the Board of Directors, none

of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; 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 my opinion and to the best of my information and according to the explanations given to me:

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

ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

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

Annexure to the Auditors' Report

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

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

(b) Fixed assets have been physically verified by the management at reasonable intervals. No discrepancies were noticed on such

verification. In my opinion, the physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3 (ii) of the Order is not applicable.

(iii) (a) The Company has granted interest free loans to three wholly owned subsidiary companies covered in the register maintained under

section 189 of the Companies Act, 2013 ('the Act').

(b) In the case of the loans granted to the wholly owned subsidiary companies listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3

(iii) (b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the wholly owned subsidiary companies listed in the register maintained under section 189 of the Act.

(iv) In my opinion and according to the information and explanations given to me, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. I have not observed any major weakness in the internal control system during the course of the audit.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) a) The company is not regular in depositing the tax deducted at source (TDS) in to the Government Account. Subject to that according to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2015 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to me, there are no dues of sales-tax, income-tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except the following.

Name of Nature of Amount Period Statute the Dues (Rs) to which the amount relates

Income-tax Income-tax 0 AY 2004-05

Income-tax TDS 33,44,226/- AY 2010-11

Income-tax TDS 1,65,15,087/- AY 2011-12

Income-tax Income-tax 3,18,73,620/- AY2010-11

Income-tax Income-tax 3,18,78,250/- AY2009-10

Name of Forum where Statute the dispute is pending

Income-tax Commissioner of Income-tax, Appeals III

Income-tax Income-tax Appellate Tribunal (ITAT)

Income-tax Income-tax Appellate Tribunal (ITAT)

Income-tax Commissioner of Income-tax, Appeals III

c) According to the information and explanations given to me the amounts which were required to be transferred to the investor education Income-tax and pr Commissioner ofotection fund in accordance with the relevant provisions of the Companies Act, 19 Income-tax, Appeals III56 (1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

(xi) The Company did not have any term loans outstanding during the year.

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

For K.S. Reddy Associates Chartered Accountants F.R.N: 009013S

Place: Chennai Sd/- Date: 29 May 2015. K. Subba Reddy (Proprietor M.No.208754

---

Mar 31, 2014

1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE LIMITED, as at 31st March 2014, the related Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. I have not audited the Balance Sheet and related statement of Profit and Loss of the Branch office situated in Singapore and the same has been included in the above financial statements as certified by the management. 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 the 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(s). 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 (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) Amendment) Order 2004 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying my opinion, I draw attention to Note e of Notes forming part of financial statements for the year ended March 31, 2014 in connection with the value of investments:

The value of investments in Info-Drive Software Inc, USA (wholly owned subsidiary) have diminished and eroded the entire capital of the company as on the date of balance sheet. No provision for such diminution in value of investments is made in the books of the company.

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

a) 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;

b) In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books and I have not visited the Singapore Branch but the financial statements certified by the management have been considered.

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

d) In my opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, I report that none of the directors is disqualified as on March 31, 2014 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) 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:

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF INFO-DRIVE SOFTWARE LIMITED

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

b) As explained to me, during the year all the fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to me, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in my opinion; do not constitute a substantial part of fixed assets of the company.

ii) a) As explained to me, the inventory have been physically verified by the management at reasonable intervals.

b) In my opinion and according to the information and explanations given to me, the procedure for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c) In my opinion and according to the information and explanations given to me, the company has maintained proper records of inventory and the discrepancies between the physical stocks and the book stocks on such verification has been properly dealt with in the books of account.

iii) The company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Therefore, the sub-clauses (a) to (g) under this clause are not applicable to the company.

iv) In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services.

v) a) According to the information and explanations given to me, I am of the opinion that the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public as per section 58A, 58AA or any other relevant provisions of the Act.

vii) The company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 for the company.

ix) a) According to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

a) According to the information and explanations given to me, there are no dues of sales-tax, income-tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except the following.

Name of Nature of Amount Period to Forum where the Statute the Dues (Rs) which the dispute is amount pending relates

Income-tax Income-tax 0 AY 2004-05 Commissioner of Income-tax, Appeals III

Income-tax TDS 33,44,226/- AY 2010-11 Income-tax Appellate Tribunal (ITAT)

Income-tax TDS 1,65,15,087/- AY 2011-12 Income-tax Appellate Tribunal (ITAT)

Income-tax Income-tax 3,18,73,620/- AY 2010-11 Commissioner of Income-tax, Appeals III

x) The company does not have any accumulated losses at the end of the year. The company has not incurred cash loss during the financial year and the immediately preceding financial year.

xi) Based on my audit procedures and on the information and explanations given by the management, the company has defaulted in repayment of dues to Axis Bank Limited, Anna Salai Branch, Chennai.

xii) Based on my examination and according to the information and explanations given to me, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit/nidhi/mutual benefit fund/society and clause xiii of the Order is not applicable.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

xv) The company has given corporate guarantees for loans taken from banks by the wholly owned subsidiary company in Singapore. The terms and conditions whereof are not prejudicial to the interests of the company.

xvi) In my opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that no funds raised on short term have been used for long term investment. No long term funds have been used to finance short term assets.

xviii) 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 act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedures performed and information and explanations given to me by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

For K.S.REDDY ASSOCIATES Chartered Accountants FRN: 009013S

Place: Chennai Sd/- Date: 30.05.2014 K. SUBBA REDDY (Proprietor) M.No.208754

---

Mar 31, 2013

1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE LIMITED as at 31st March 2013 and the related Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. I have not audited the Balance Sheet and related statement of Profit and Loss of the Branch office situated in Singapore and the same has been included in the above financial statements as certified by the management. 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 the 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(s). 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 (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) Amendment Order 2004 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying my opinion, I draw attention to Note e of Notes forming part of financial statements for the year ended March 31, 2013 in connection with the value of investments:

The value of investments in Info-Drive Software Inc, USA (wholly owned subsidiary) have diminished and eroded the entire capital of the company as on the date of balance sheet. No provision for such diminution in value of investments is made in the books of the company.

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

a) 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;

b) In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books and I have not visited the Singapore Branch but the financial statements certified by the management have been considered.

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

d) In my opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, I report that none of the directors is disqualified as on March 31, 2013 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013; ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and iii) In the case of the Cash fow statement, of the cash fows for the year ended on that date.

ANNEXuRE TO THE AuDITOR''S REPORT OF EvEN DATE TO THE MEMBERS OF INFO-DRIvE SOFTwARE LIMITED

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

b) As explained to me, during the year all the fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to me, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in my opinion,; do not constitute a substantial part of fixed assets of the company.

ii) a) As explained to me, the inventory have been physically verified by the management at reasonable intervals .

b) In my opinion and according to the information and explanations given to me, the procedure for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c) In my opinion and according to the information and explanations given to me, the company has maintained proper records of inventory and the discrepancies between the physical stocks and the book stocks on such verification has been properly dealt with in the books of account.

iii) The company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Therefore, the sub-clauses (a) to (g) under this clause are not applicable to the company.

iv) In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services.

v) a) According to the information and explanations given to me, I am of the opinion that the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public as per section 58A, 58AA or any other relevant provisions of the Act.

vii) The company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 for the company.

ix) According to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2013 for a period of more than six months from the date they become payable.

x) The Company does not have any accumulated losses at the end of the year. The company has not incurred cash loss during the financial year and the immediately preceding financial year.

xi) Based on my audit procedures and on the information and explanations given by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on my examination and according to the information and explanations given to me, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit/nidhi/mutual benefit fund/society and clause xiii of the Order is not applicable.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

xv) The company has given corporate guaranteess for loans taken from banks by the wholly owned subsidiary company in Singapore. The terms and conditions whereof are not prejudicial to the interests of the company.

xvi) In my opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that no funds raised on short term have been used for long term investment. No long term funds have been used to finance short term assets.

xviii) 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 act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedures performed and information and explanations given to me by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

For K.S.REDDy ASSOCIATES

Chartered Accountants FRN 009013S

Sd/-

Place: Chennai K. SuBBA REDDy

(Proprietor)

Date: 30.5.2013 M. No. 208754

---

Mar 31, 2012

1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE LIMITED, as at March 31, 2012 and the related Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. I have not audited the Balance Sheet and related statement of Profit and Loss of the Branch office situated in Singapore and the same has been included in the above financial statements as certified by the management. 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 the 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(s). 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 (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) Amendment) Order 2004 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying my opinion, I draw attention to Note e of Notes forming part of financial statements for the year ended March 31, 2012 in connection with the value of investments:

i) in Info-Drive Software Inc, USA (wholly owned subsidiary) though diminished as on the date of balance sheet, management is confident of augmenting resources against firm orders to mitigate any further erosion and hence carried at cost.

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

a) 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;

b) In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books and I have not visited the Singapore Branch but the financial statements certified by the management have been considered.

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

d) In my opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, I report that none of the directors is disqualified as on March 31, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) 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:

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 for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF INFO-DRIVE SOFTWARE LIMITED

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

b) As explained to me, during the year all the fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to me, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in my opinion; do not constitute a substantial part of fixed assets of the company

ii) a) As explained to me, the inventory have been physically verified by the management at reasonable intervals .

b) In my opinion and according to the information and explanations given to me, the procedure for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c) In my opinion and according to the information and explanations given to me, the company has maintained proper records of inventory and the discrepancies between the physical stocks and the book stocks on such verification has been properly dealt with in the books of account.

iii) The company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Therefore, the sub-clauses (a) to (g) under this clause are not applicable to the company.

iv) In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services.

v) a) According to the information and explanations given to me, I am of the opinion that the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public as per section 58A, 58AA or any other relevant provisions of the Act.

vii) The company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 for the company.

ix) a) According to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at March 31, 2012 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to me, there are no dues of sales-tax, income-tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except the following.

Name of Nature of Amount Period to which Forum where the dispute is pendinq Statute the Dues (Rs.) the amount relates

Income-tax Income-tax 0/- AY 2004-05 Commissioner of Income-tax, Appeals III

Income-tax TDS 33,44,226/- AY 2010-11 Commissioner of Income-tax, Appeals IV

Income-tax TDS 1,65,15,087/- AY 2011-12 Commissioner of Income-tax, Appeals IV

x) In my opinion and according to the information and explanations given to me, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses in the immediately preceding financial year.

xi) Based on my audit procedures and on the information and explanations given by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on my examination and according to the information and explanations given to me, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit/nidhi/mutual benefit fund/society and clause xiii of the Order is not applicable.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

xv) The company has given corporate guarantees for loans taken from banks by the wholly owned subsidiary company in Singapore. The terms and conditions whereof are not prejudicial to the interests of the company.

xvi) In my opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that no funds raised on short term have been used for long term investment. No long term funds have been used to finance short term assets.

xviii) 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 act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedures performed and information and explanations given to me by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

for K. S. REDDY ASSOCIATES

Chartered Accountants

FRN 009013S

Sd/-

Chennai K. SUBBA REDDY (Proprietor)

14.08.12 M.No.208754

---

Mar 31, 2011

1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE LIMITED, as at March 31, 2011 and also the Profit and Loss Account and also 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 the audit.

2. I conducted the 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 (Auditor's Report) Order, 2003, (the Order) issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying my opinion, I draw attention to Note e of Schedule V in the accompanying financial statements for the year ended March 31, 2011 in connection with the value of investments:

i) in Info-Drive Software Inc, USA (wholly owned subsidiary) though diminished as on the date of balance sheet, management is confident of augmenting resources against firm orders to mitigate any further erosion and hence carried at cost.

ii) in Info-Drive Software Pte Ltd, Singapore (wholly owned subsidiary) has also diminished; however, as the entity has not began any commercial operations during the year under review and as the management is confident of firm orders in the current year the same has been valued at cost.

5. Without qualifying my opinion I draw attention to:

i) Note i of Schedule V in the accompanying financial statements for the year ended March 31, 2011 in respect of holding an inventory of CD's amounting to Rs. 15.23 lakhs. As the management is confident of releasing a newer version the same has not been written off but has been carried at cost.

ii) Note j of Schedule V in the accompanying financial statements for the year ended March 31, 2011 towards charging-of off QIP issue expenses and preliminary expenses entirely to the share premium account.

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

a . 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;

b . In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books and I have not visited the Singapore Branch but the financial statements certified by the management have been considered.

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 my opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e . On the basis of written representations received from the directors and taken on record by the Board of Directors, I report that none of the directors is disqualified as on March 31, 2011 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f . 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:

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 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.

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF INFO-DRIVE SOFTWARE LIMITED

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

b . As explained to me, all the fixed assets have been physically verified by the management during the year.

c . There were no substantial disposals of fixed assets during the year.

ii) a . The inventory have been physically verified by the management at reasonable intervals and in my opinion the frequency of verification is reasonable.

b . In my opinion and according to the information and explanations given to me, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c . The company is maintaining proper records of inventory and the discrepancies between the physical stocks and the book stocks on physical verification and has been properly dealt with in the books of account.

iii) The company has not granted/taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

iv) In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services.

v) a . According to the information and explanations given to me, I am of the opinion that the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Act have been so entered.

b . In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public as per section 58A, 58AA or any other relevant provisions of the Act.

vii) The company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 for the company.

ix) a) According to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at March 31, 2011 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to me, there are no dues of sales-tax, income-tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except an appeal fled with the Commissioner of Income-tax, Appeals III in respect of the disallowance of claim under section 35D (issue expenses) of Rs. 4,50,296/- for the assessment year 2004-2005. However, there is no demand of tax.

x) In my opinion and according to the information and explanations given to me, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses in the immediately preceding financial year.

xi) Based on my audit procedures and on the information and explanations given by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on my examination and according to the information and explanations given to me, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit/nidhi/mutual benefit fund/society and clause xiii of the Order is not applicable.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

xv) The guarantees given in connection with the loans taken by the subsidiaries from Banks have been discharged.

xvi) In my opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that no funds raised on short term have been used for long term investment. No long term funds have been used to finance short term assets.

xviii) 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 act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedures performed and information and explanations given to me by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

for K.S.REDDY ASSOCIATES Chartered Accountants FRN 009013S

Sd/- K. SUBBA REDDY (Proprietor) M. No. 208754

Chennai 12.08.11

---

Mar 31, 2010

I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE LIMITED, as at March 31, 2010 and also the Profit & Loss Account and also 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 the audit.

I conducted the 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.

As required by the Companies (Auditor’s Report) Order, 2003, (the Order) issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a) 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;

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

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

d) In my opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

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

f) 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:

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 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.

ANNEXURE TO THE AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS OF INFO-DRIVE SOFTWARE LIMITED

i) a) The company has maintained proper records showing full particulars, including quantitative

details and the situation of its fixed assets.

b) As explained to me, all the fixed assets have been physically verified by the management during the year.

c) There were no substantial disposals of fixed assets during the year.

ii) a) The inventory have been physically verified by the management at reasonable intervals and in my opinion the frequency of verification is reasonable.

b) In my opinion and according to the information and explanations given to me, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory and the discrepancies between the physical stocks and the book stocks on physical verification and has been properly dealt with in the books of account.

iii) The company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

iv) In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services.

v) a) According to the information and explanations given to me, I am of the opinion that the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public as per section 58A, 58AA or any other relevant provisions of the Act.

vii) The company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 for the company.

ix) a) According to the records, information and explanations provided to me, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to me, there are no dues of sales-tax, income-tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x) In my opinion and according to the information and explanations given to me, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses in the immediately preceding financial year.

xi) Based on my audit procedures and on the information and explanations given by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on my examination and according to the information and explanations given to me, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit/nidhi/mutual benefit fund/society and clause xiii of the Order is not applicable.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

xv) The guarantees given in connection with the loans taken by the subsidiaries from Banks have been discharged.

xvi) In my opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that no funds raised on short term have been used for long term investment. No long term funds have been used to finance short term assets.

xviii) 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 act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedures performed and information and explanations given to me by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

For K. S. REDDY ASSOCIATES

Chartered Accountants FRN 009013S

Chennai K. SUBBA REDDY

(PROPRIETOR)

27.08.10 M.No.208754