Auditor Report of MCS Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the general circular 8/2014 dated April, 4 2014 issued by the Ministry of Corporate Affairs and in accordance with the ac- counting principles generally accepted in India.. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Basis of Qualification

1. As discussed in Notes 13 ( i to iv) and 14 of notes to financial statements, investments of Rs. 2589.44 lacs and advances of Rs. 233.81 lacs made in a foreign company, could not be verified in the absence of ad- equate information and related documents made available to us. Consequently, the requisite disclosure and provision for diminution in the value of investments and advances have not been made. Pending availability of information and related documents and confirmation, we are unable to opine on the re- coverability/ adjustment of these amounts and thus its consequent impact on the company''s net worth and discloser in term of AS 13 and AS 21. This had also caused us to qualify our audit opinion on the financial statements relating to preceding years.

2. Due to discrepancies in process of applications of some public issues handled by the company in earlier years, rectification of the errors and consequent investor''s claims are continuing in process. In the ab- sence of adequate information and pending completion of investigations/claims, the liability on account of claims and its effect on profitability is not ascertainable. However, the investors'' claims to the extent admitted by the Company are accounted for in the year of settlement. During the year, the company has settled and changed to profit and loss a/c the investor''s claims amounting to Rs. 67.35 lacs (P.Y Rs. 100.04 lacs).

3. No provision of interest on unsecured loans has been made, as the management claims no interest is payable thereon. In the absence of adequate information, confirmation and related documents, interest provision, if any, could not be assessed and provided for and consequent impact on financial statements could not be determined. This had also caused us to qualify our audit opinion on the financial statements relating to preceding year.

4. Building & Electrical fittings and Equipment having carrying value of Rs. 7.07 lacs on the land not belong- ing to the company is doubtful of recovery in view of the Land in question, was mortgaged to banks, and taken in possession by these banks in term of securitization and Reconstruction of financial assets and Enforcement of security Interest Act, 2002 for which no provision has been made. Had the provision being made, the profits for the year & fixed assets would have been lower by Rs. 7.07 lacs. This had also caused us to qualify our audit opinion on the financial statements relating to preceding year.

5. In view of the point no. 1 to 4 hereinabove, we are of the opinion that the company''s net worth would have been be fully eroded if the adjustment is made on account of the aforesaid qualifications and con- sequently going concern status of the company is significantly doubtful and is dependent on its ability

(a) to meet financial obligations under the corporate guarantee of Rs. 2565.50 lacs given in the favour of bank on behalf of Computech International Ltd., a company in which promoters have substantial inter- est, (b) of realization of investment of Rs. 2589.44 lacs made in the foreign company (c) of realization of advance of Rs. 233.81 lacs to a foreign company and (d) to repay unsecured loan of Rs. 901.99 lacs and interest thereon if any.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the provision that would have been required had the information and related documents referred to in paragraph 1, 2 & 3 been made available and the provision for loss of assets amounting to Rs. 7.07 lacs has been made, the financial statements give the information required by the Act in the manner so required 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,2014

b) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

c) In the case of the Cash Flow Statement, of the cash flows for the year ended as that date

Report on Other Legal and Regulatory Requirements

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

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

a) a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except as referred to in point no.1 and 15 of the annexure to this report;

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

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

d) d) in our opinion, the Balance Sheet, and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Com- panies Act, 1956, read with the general circular 8/2014 dated April,4 2014 issued by the Ministry of Corporate Affairs except to the extent referred to in point no. 1 to 4 mentioned hereinabove in the ''basis of qualifications'' ;

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

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MCS Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets except for furniture & fixtures and electrical fitting and intangible assets. In respect of furniture & fixtures and electrical fitting and intangible assets quantitative details are not mentioned. No identification mark is placed on fixed assets.

(b) The company has designed a programme for physical verification of assets to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed no physical verification was carried out during the year and therefore we are unable to comment if there is any discrepancy in physi- cal verification and books recorded and on adjustment thereof.

(c) There was no substantial disposal of fixed assets during the year.

II. The Company does not carry any stock of raw material, spare parts, finished goods, stores mainte- nance and components. As per the practice consistently followed by the company purchases of sta- tionary and spare parts are charged to the revenue directly and no stock is carrying by the company. In view of the above no comments are offered on (i) procedure of physical verification (ii) discrepancies on physical verification if any.

III (a) According to the information and explanations given to us, the Company has during the year not granted any loan, secured or unsecured to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(a), (b), (c) and (d) of the order, are not applicable.

(b) According to the information and explanations given to us, the company has not taken any unsecured or secured advances from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(e), (f) and (g) of the order, are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are adequate in- ternal control procedures commensurate with the size of the Company and nature of its business with regard to the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

V (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us the Company has not made any transaction in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year.

VI. The Company has not accepted any deposits from the public

VII. The Company has no internal audit system during the year.

VIII. In our opinion and according to the information & explanation given to us maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (I) of section 209 of the Act.

IX. (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues as applicable to the Company in- cluding Provident Fund, Investor Education and Protection Funds, Employee''s State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom duty, Excise Duty, Cess, Service tax and other mate- rial statutory dues with the appropriate authorities during the year.

(b) According to the information & explanation given to us, no undisputed amounts payable in re- spect of Provident fund, Investor Education and Protection Funds, Employee''s State Insurance, Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty, and Cess, Service tax and other undisputed statutory dues were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the records of the Company and information and explanation given to us, there are no dues outstanding in respect of Sales Tax, Custom Duty, Wealth Tax, Excise Duty Cess and Service tax which have not been deposited on account of any dispute.

X. The Company has no accumulated losses at the end of the financial year. It has not incurred cash losses in the current year. However the accumulated losses at the end of the financial year will not be less than 50% of its net worth, had the provision for diminution in the value of investment to the tune of Rs. 25,89,44,435 and provision for doubtful advance of Rs. 2,33,81,438/- been made in the financial statements.

XI. Based on our audit procedures and on the basis of information and explanations given by the manage- ment, the Company has not defaulted in the repayment of dues to financial institutions & banks.

XII. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

XIV. We have been informed that the company is not dealing or trading in shares, securities, debentures and other investments. However, in respect of securities acquired during the normal course of the business the company has maintained proper record for transactions and contracts and as per the information provided timely entries have been made therein. The securities have been held by the company in its own name.

XV. In the absence of requisite information made available to us, the terms & conditions of the guar- antee given by the company in earlier years for the loans taken by the other company mentioned in the register maintained under section 301 of the company Act, 1956 of Rs. 2565.00 lacs, detailed examination could not be made with regards to its justification, therefore no comments are offered.

XVI. According to the information and explanations given to us and bases on the audit procedure applied by us, the term loan taken by the company during the year has been applied for the purpose for which the loan was obtained.

XVII. According to the records examined by us and according to the information and explanations given to us, on overall examination of the balance sheet of the Company, we report that prima facie no funds raised on short term basis have been used for long-term investment.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956.

XIX. According to the information and explanation given to us and the records examined by us, the Com- pany has not issued debentures.

XX. The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For AMOD AGRAWAL &ASSOCIATES CHARTERED ACCOUNTANTS FRN NO. 005780N

Date: 30-05-2014 Place : New Delhi VIRENDER KUMAR (Partner) M No. 85350

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualification

1. As discussed in Note 13( i to iv) of schedule to financial statements, investments of Rs.2589.44lacs and advances of Rs.233.81 lacs made in the foreign company, could not be fully verified in the absence of ad- equate information and related documents made available to us. Consequently, the requisite disclosure and provision for diminution in the value of investments and advances have not been made. Pending availability of information and related documents and confirmation, we are unable to opine on the re- cover ability/ adjustment of these amounts and thus its consequent impact on the company''s net worth. This had also caused us to qualify our audit opinion on the financial statements relating to preceding year.

2. No provision of interest on unsecured loans has been made, as the management claims no interest is payable thereon. In the absence of adequate information and related documents, interest provision, if any, could not be assessed and provided for and consequent impact on financial statements could not be determined.

3. Building & Electrical fangs and Equipment having carrying value of Rs.15.69 lacs on the land not belonging to the company is doubtful of recovery in views of the Land in question, was mortgaged to banks, and taken in possession by these banks in term of securitization and Reconstruction of financial assets and Enforcement of security Interest Act, 2002 for which no provision has been made. Had the provision being made, the loss for the year would have been higher by Rs.15.69 lacs and fixed assets would have lower by the same amount.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the provision that would have been required had the information and related documents referred to in paragraph 1, 2 & 3 been made available, the financial statements give the information required by the Act in the manner so required 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,2013

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

c) In the case of the Cash Flow Statement, of the cash fows for the year ended as that date.

Emphasis of Mater

Without qualifying our opinion, going concern status of the company is significantly dependent on (a) its ability to meet financial obligations under the corporate guarantee of Rs.2565.50lacs given in the favor of bank on behalf of computes international Ltd., a company in which promoters have substantial interest, (b) realization of investment of Rs. 2589.44lacs made in the foreign company (c) realization of advance of Rs. 233.81lacs to a foreign company and (d) repayment of unsecured loan of Rs. 970.15lacs and interest thereon. Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except as referred to in point no.1 of the annexure to this report;

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

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

d) in our opinion, the Balance Sheet, and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MCS Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets except for furniture & fixtures and electrical fang and intangible assets. In respect of furniture & fixtures and electrical feting and intangible assets quantitative detail are not mentioned. No identification mark are placed on fixed assets.

(b) The company has designed a programme for physical verification of assets to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed no physical verification was carried out during the year.

(c) There was no substantial disposal of fixed assets during the year.

II. The Company does not carry any stock of raw material, spare parts, finished goods, stores maintenance and components. As per the practice consistently followed by the company purchases of stationary and spare parts are charged to the revenue directly and no stock is carrying by the company. In view of the above no comments are offered on (i) procedure of physical verification (ii) discrepancies on physical verification if any.

III (a) According to the information and explanations given to us, the Company has during the year not granted any loan, secured or unsecured to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(a), (b), (c) and (d) of the order, are not applicable.

(b) According to the information and explanations given to us, the company has not taken any unsecured or secured advances from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(e), (f) and (g) of the order, are not applicable.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

V (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us the Company has not made any transaction in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year.

VI. The Company has not accepted any deposits from the public

VII. The Company has no internal audit system during the year.

VIII. In our opinion and according to the information & explanation given to us maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (I) of section 209 of the Act.

IX. (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues as applicable to the Company including Provident Fund, Investor Education and Protection Funds, Employee''s State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom duty, Excise Duty, Cess, Service tax and other material statutory dues with the appropriate authorities during the year.

(b) According to the information & explanation given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection Funds, Employee''s State Insurance, Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty, and Cess, Service tax and other undisputed statutory dues were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the records of the Company and information and explanation given to us, there are no dues outstanding in respect of Sales Tax, Custom Duty, Wealth Tax, Excise Duty Cess and Service tax which have not been deposited on account of any dispute.

X. The Company has no accumulated losses at the end of the financial year. It has not incurred Cash losses in the current year, however it has incurred cash losses in the immediately preceding financial year. The accumulated losses at the end of the financial year will not be less than 50% of its net worth, had the provision for diminution in the value of investment to the tune of Rs.25,89,44,435/- and provision for doubtful advance of Rs.2,33,81,438/- been made in the financial statements.

XI. Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to financial institutions & banks.

XII. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion and according to the information and explanations given to us, the nature of actives of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

XIV. We have been informed that the company is not dealing or trading in shares, securities, debentures and other investments. However, in respect of securities acquired during the normal course of the business the company has maintained proper record for transactions and contracts and as per the information provided timely entries have been made therein. The securities have been held by the company in its own name.

XV. In the absence of requisite information made available to us, the terms & conditions of the guarantee given by the company in earlier years for the loans taken by the other company mentioned in the register maintained under section 301 of the company Act, 1956 of Rs.2565.00 lacs, detailed examination could not be made with regards to its justification, therefore no comments are offered.

XVI. According to the information and explanations given to us and bases on the audit procedure applied by us, the term loan taken by the company during the year has been applied for the purpose for which the loan was obtained.

XVII. According to the records examined by us and according to the information and explanations given to us, on overall examination of the balance sheet of the Company, we report that prima facie no funds raised on short term basis have been used for long-term investment.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956.

XIX. According to the information and explanation given to us and the records examined by us, the Company has not issued debentures.

XX. The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For AMOD AGRAWAL &ASSOCIATES

CHARTERED ACCOUNTANTS

FRN NO. 005780N

Date: 30-05-2013

Place : New Delhi VIRENDER KUMAR

(Partner)

M No. 85350

---

Mar 31, 2012

1. We have audited the attached balance sheet of MCS Ltd., as at 31st March 2012, and also the statement of profit and loss for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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. We report that :

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion , going concern status of the company is significantly dependent on (a) its ability to meet financial obligations under the corporate guarantee of Rs. 2565.50 lacs given in favour of banks on behalf of Computes International Ltd., a company in which promoters have substantial interest,(b) realization of investments of Rs. 2589.44 lacs made in a foreign company (c) realization of advances of Rs. 233.81 lacs to a foreign company and (d) repayment of unsecured loans of Rs. 970.15 lacs and interest thereon. (Also refer qualification in paragraph no 5 & 6 below).

5. As discussed in the Note 13(i to iv) of the financial statements, investment of Rs.

2589.44 lacs and advances of Rs.233.81 lacs made in a foreign company, could not be fully verified in the absence of adequate information and related documents made available to us . Consequently, the requisite disclosures and provision for diminution in value of investments and advances have not been made. Pending the availability of information and related documents and confirmations ,we are unable to opine on the recoverability / adjustment of these amounts and thus its consequent impact on the company's net worth. This had also caused us to qualify our audit opinion on the financial statements relating to preceding year.

6. No provision of interest on unsecured loans has been made, as the management claims no interest is payable thereon. In the absence of adequate information and related documents, interest provision, if any, could not be assessed and provided for and consequent impact on financial statements could not be determined.

7. Further to our comments in the Annexure referred to in paragraph (3) 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 except as referred to in point no. 1 of the annexure to this report ;

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

(iii) The balance sheet and statement of profit and loss dealt with by this report are in agreement with the books of accounts of the company;

(iv) In our opinion, the balance sheet, statement of profit & loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section 211(3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as a director u/s 274(1)(g) of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the provisions that would have been required had the information and related documents referred to in paragraphs 5 and 6 been made available, the said balance sheet and statement of profit and loss , together with other notes thereon, give the information as 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 the balance sheet, of the state of affairs of the company as at 31st March 2011;

(b) in the case of the statement of profit and loss , of the loss for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

In terms of the information and explanations given to us and the books and records examined by us

in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for furniture & fixture and electrical fitting and intangible assets. In respect of furniture & fixture, electrical fitting and intangible assets quantitative detail are not mentioned. No identification mark are placed on fixed assets. The company has designed a programme for physical verification of assets to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed no physical verification was carried out during the year. The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. The Company does not carry any stock of raw material, finished goods, stores maintenance, spares and components. As per the practice consistently followed by the Company purchases of stationery and spare parts are charged to the revenue directly and no stock is carried by the Company. In view of the above no comments are offered on (i) procedure of physical verification (ii) discrepancies on physical verification if any.

3. a) According to the information and explanations given to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(a), (b), (c) and (d) of the Order, are not applicable.

b) According to the information and explanations given to us, the company has, during the year, not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(e), (f) and (g) of the Order, are not applicable.

4. In our opinion, there is adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the sale of goods and services.

5. As per the information provided by the Company the transactions needs to be entered have been entered into the register maintained in pursuance to Section 301 of the Companies Act, 1956. However, during the year no transaction exceeding value of Rs. Five lakhs have been entered .

6. As informed the Company has not accepted any deposits from the public.

7. In our opinion, the Company's internal audit system does not commensurate with the size and nature of its business, and needs to be strengthened.

8. The provisions of section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9. (i) According to the records of the company, there was no undisputed statutory dues including

Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to outstanding as at 31st March, 2012, for a period of more than six months from the date they became payable .

(ii) According to the records of the Company, there are no dues outstanding of Sales Tax, Service Tax, Customs Duty, Wealth Tax. Excise Duty & Cess on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year. The company has incurred cash losses in the current year, however it has not incurred cash losses in the immediately preceding financial year. The accumulated losses at the end of the financial year will not be less than 50% of its net worth, had the provision for diminution in value of investments to the tune of Rs.25,89,44,435/- and provision for doubtful debts of Rs. 2,33,81,438/- been made in the financial statements.

11. Based on our audit procedures and on the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund and Societies.

14. We have been informed that the Company is not dealing or trading in shares, securities, debentures and other investments. However, in respect of the securities acquired during the normal course of the business the Company has maintained proper records for transactions and contracts and as per the information provided timely entries have been made therein. The securities have been held by the company in its own name.

15. In the absence of requisite information made available to us, the terms and conditions of the guarantee given by the Company in earlier years for the loans taken by the other Company mentioned in the register maintained under section 301 of the Companies Act,1956 of Rs. 2565.00 lacs, detailed examination could not be made with regards to its justification, therefore no comments are offered.'

16. According to the information and explanations provided by the management. long term loans taken by the Company have been applied for the purpose for which loans were obtained.

17. According to the information and explanations given to us and on the basis of overall examination of the balance of the company, in our opinion, the company has not utilized short-term funds for long term investment during the period covered by our audit report.

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

19. The Company has not issued any debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and as per information & explanations given by the management, we have neither come across any instance of major fraud by the Company noticed or reported during the year nor we have been informed of such case by the management.

For AMOD AGRAWAL & ASSOCIATES

Chartered Accountants

Firm Registration No.: 005780N

Place : New Delhi Raju Goyal

Dated : 30.05.2012 Partner

M.No.: 073020

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Mar 31, 2010

1. We have audited the attached balance sheet of MCS Ltd., as at 31st March 2010, and also the profit and loss account 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 have 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. We report that:

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

4. Further to our comments in the Annexure referred to in paragraph (3) 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 except as referred to in point no. 1 of the annexure to this report;

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

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of accounts of the company;

(iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with by this report comply with accounting standards referred to in sub-section 211(3C) of the Companies Act, 1956, except for AS-21 and AS-13 (refer point no. 4(iii) in Schedule "N" notes to accounts).

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as a director u/s 274(l)(g) of the Companies Act, 1956;

vi) a) Without qualifying our opinion, going concern status of the company is significantly dependent on its ability to meet financial obligation under the corporate guarantee of Rs. 256,550,000/- given in favour of banks on behalf of Computech International Ltd., a company in which promoters have substantial interest as the banks have recalled the loan amount from Computech International Ltd.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account, together with other notes thereon subject to our comments in paragraph (vi) and in particular (a) We draw attention to note no. 4 of schedule VN of the accounts on investment of Rs. 25,89,44,435/- made in a foreign company. The transactions could not be fully verified in the absence of adequate information and related documents made available to us. Consequently, the requisite disclosures and diminishing in value of investments could not be determined and disclosed, (b) as mentioned in note no. 11 of schedule N the amount paid for settlement of claims has been included in Loans & Advances. In our opinion this should be charged to profit & loss account. Consequently the net profit for the year and reserves & surplus would have been lower by Rs. 24,56,314/- (c) non provision of interest on unsecured loans, as the management claims no interest is payable there on and consequent impact on financial statement could not be determined, give the information as 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 the balance sheet, of the state of affairs of the company as at 31st March 2010;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

In terms of.the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for furniture & fixture and electrical fitting

and intangible assets. In respect of furniture & fixture, electrical fitting and intangible assets quantitative detail are not mentioned. No identification mark are placed on fixed assets. The company has designed a programme for physical verification of assets to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the company is not effected except to the extent as mentioned in point no. 10 of Schedule VN to financial statement.

2. The Company does not carry any stock of raw material, finished goods, stores maintenance, spares and components. As per the practice consistently followed by the Company purchases of stationery and.spare parts are charged to the revenue directly and no stock is carried by the Company. In view of the above no comments are offered on (i) procedure of physical verification (ii) discrepancies on physical verification if any.

3. a) According to the information and explanations given to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(a), (b), (c) and (d) of the Order, are not applicable.

b) According to the information and explanations given to us, the company has, during the year, not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(e), (f) and (g) of the Order, are not applicable.

4. In our opinion, there is adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the sale of goods and services.

5. As per the information provided by the Company the transactions needs to be entered have been entered into the register maintained in pursuance to Section 301 of the Companies Act, 1956. In respect of the transactions entered into by the Company for purchase of goods and materials and sale of services, aggregating during the year to Rs. 5,00,000/- (Rupees five lacs) or more in value in respect of each party.

6. As informed the Company has not accepted any deposits from the public. However, during the year an amount of Rs. 66,15,000/- received from a company reportedly for the investmnt in the companys proposed project at Kyrgyzstan.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. However, the same needs to be strengthened.

8. The provisions of section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9. (i) According to the records of the company, there was no undisputed statutory dues including Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to as at 31st March,2010 for a period of more than six months from the date they became payable except for service tax of Rs. 15.05 lacs. However there has been delay in depositing aforesaid statutory dues as applicable during the year.

(ii) According to the records of the Company, there are no dues outstanding of Sales Tax, Service Tax, Customs Duty, Wealth Tax. Excise Duty & Cess on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately proceeding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund and Societies.

14. We have been informed that the Company is not dealing or trading in shares, securities, debentures and other investments. However, in respect of the securities acquired during the normal course of the business the Company has maintained proper records for transactions and contracts and as per the information provided timely entries have been made therein. The securities have been held by the company in its own name.

15. In the absence of requisite information made available to us, the terms and conditions of the guarantee given by the Company in earlier years for the loans taken by the other Company mentioned in the register maintained under section 301 of the Companies Act,1956 of Rs. 2565.00 lacs, detailed examination could not be made with regards to its justification, therefore no comments are offered.

16. According to the information and explanations provided by the management, long term . loans taken by the Company have been applied for the purpose for which loans were obtained.

17. According to the information and explanations given to us and on the basis of overall examination of the balance of the company, in our opinion, the company has not utilized short-term funds for long term investment during the period covered by our audit report.

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

19. The Company has not issued any debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and as per information & explanations given by the management, we have neither come across any instance of major fraud by the Company noticed or reported during the year nor we have been informed of such case by the management.

For Amod Agrawal & Associates

Chartered Accountants

Firm Registration No.: 005780N



RAJU GOYAL

Place : New Delhi Partner

Dated : 07th May, 2010 Membership No.: 073020