Auditor Report of Quest Softech (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Quest Softech (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there-under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, its profit and cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Financial Statements :

(a) Note 18(h) to the Financial Statement which indicates that since the Company has positive net worth as on 31.03.2015 after adjustment of all accumulated losses and positive future cash flow projections, the accounts have been prepared on a going concern basis.

Our opinion is not Qualified in respect of this matter

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (18 of 2013), we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit;

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

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

d. In our opinion, the aforesaid 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. The going concern matter described in sub-paragraph (e) under Emphasis of Matter paragraph above , in our opinion, does not have any adverse effect on the functioning of the Company.

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

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

a. There is no pending litigation against the Company.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 5 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

i. In respect of its fixed assets:

(a) The Company is maintaining records showing full particulars, including quantitative details and situations of all the fixed assets.

(b) According to the information and explanations given to us, the fixed assets are being physically verified by the Management at reasonable intervals which in our opinion is reasonable having regard to the size of the Company and nature of assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii. In respect of inventories the Company's nature of operations does not require it to hold inventories. Consequently, clause 3(ii) (a), (b), & (c) of the order regarding physical verification of inventories and maintenance of records is not applicable.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. As the Company has not granted any loans, secured or unsecured, to parties listed in the Registers maintained under Section 189 of the Companies Act, 2013, consequently, clause 3(iii) (a) & (b) 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 the nature of its business, for the purchase of fixed assets sale of services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct any major weakness in such internal controls.

v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any public deposits and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable. As per the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this respect.

vi. According to the information and explanation given to us and according to our belief, as the Company is not engaged in production, manufacturing or processing activities, the rules prescribed by the Central Government for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company, accordingly clause 3 (vi) of the order is not applicable.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities and no such undisputed statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date those become payable except the following.

Sr. Particulars Financial Year Amount payable

1 Tax Deducted at Source 2008-09 28,08,930

2 Tax Deducted at Source 2009-10 3,42,613

3 Service Tax 2010-11 1,80,250

4 Service Tax 2014-15 6,01,242

* out of above Rs 6,01,242 Service Tax Liability has been paid by management before signing of the report

(b) According to the records of the Company and the information and explanations given to us, disputed dues payable by the Company as on 31st March 2015 on account of Income Tax/ Sales Tax/ Wealth Tax/ Service Tax/ Duty of Custom / Duty of Excise or Value Added Tax are NIL.

(c) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The Company has positive net worth as on 31.03.2015 after adjustment of all accumulated losses. Based thereupon and positive future cash flow projections, the accounts have been prepared on a going concern basis.

ix. According to the information and explanations given to us the Company has not borrowed any money from financial institutions, banks or debenture holder. Accordingly, the provision of clause 3 (ix) of the Order are not applicable to the Company.

x. According to the information and explanations given to us and the representations made by the management, the Company has not given any Guarantee for loans taken by others from any bank or financial institutions.

xi. According to the information and explanations given to us and the representations made by the management, the Company has not taken any term loan; accordingly provisions of Clause 3(xi) of the Order are not applicable to the Company.

xii. During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have not come across any instants of fraud, either noticed or reported during the year, on or by the Company.

For Chokshi and Co. LLP Chartered Accountants FRN - 131228W/W100044

Sd/-

Kalpen Chokshi Partner M.No.135047

Date: May 29, 2015 Place: Mumbai

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Mar 31, 2014

We have audited the accompanying financial statements of Quest Softech (India) 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

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materia! 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 interna! 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, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. 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.

Emphasis of Matter

We draw attention to -

(a) Note 18(g), 18(h), 18(i) and 18(j) to the Financial Statement which mentions that the Loans and Advances given/ taken by the Company, Trade Receivables and Trade Payables

are subject to reconciliation and confirmation.

(b) Note 18(e) and (f) to the Financial Statement stating that Company is in process of appointing Managing Director, Whole Time Company Secretary and Compliance Officer.

(c) Note 18(k) to the Financial statement stating that Company is in process of refunding Share Application Money.

Our opinion is not Qualified in respect of this matter Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Row Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, 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, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act.

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. Act.

AMNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

(b) The fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in cur opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) As the Company does not have Inventory the Clauses (ii)(a) to (ii)(c) of Para 4 of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has 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, sub-clause (b), (c) and (d) are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any leans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, sub-clause (f) and (g) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, 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 for sale of services. The nature of the Company's business is such that it does not involve purchase and sale of goods. During the course of our audit, we have not observed any major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in section 301 of the Companies Act, 1956 during the year to be entered in the register required to De maintained unde that section. Accordingly, sub-clause (b) is not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning section 58A and section 58AA of the Companies Act, 1956 and rules framed there under;

(vii) As per the management the internal control system is commensurate with the size and nature of the business of the Company and hence the internal audit is not required even though applicable

(viii).As the Company is not a manufacturing concern, the clause (viii) of Para 4 of the Order regarding maintenance of cost records under clause (d) of sub-section (i) of section 209 of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) In our opinion and according to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth tax, service tax, custom duty, cess and any other material statutory dues where applicable, with the appropriate authorities during the year except for the following :-

Sr Particulars Financial Year Amount payable

1 Tax Deducted at Source 2008-09 28,08,930

2 Tax Deducted at Source 2009-10 3,42,613

3 Service Tax 2010-11 1,80,250

4 Profession Tax 2012-13 1,700

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, saies- tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of income tax, wealth tax, service tax, customs duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses at the end of the financial year which is more than fifty percent of its networth and has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

(xi) In our opinion, and according to the information and explanations given to us, the Company has not taken any money from financial institutions, banks or debenture holders. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the Company.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of para 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has: not dealt/traded in shares, debentures and investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, no fresh term loans have been obtained by the Company during the year.

(xvii) On the basis of our examination of the books of account and the information and explanations given to us, in our opinion, the funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xviii) 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 during the year.

(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)During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year, on or by the Company, nor have we been informed of such case by the management.

For Choksht and Co. Chartered Accountants FRN - 131228W

Kalpen Chokshi Partner M. No.135047

Place; Mumbai Date:14 AUG 2014

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Mar 31, 2010

I have audited the attached Balance Sheet of QUEST SOFTECH (INDIA) LIMITED as at 31 st March,2010 and also the profit and loss account and the cash flow statement for the year ended on 31st March 2010 annexed thereto. These financial statements are the resposibility of the company''s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the 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.

1. 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 in terms of section 227(4A) of the Companies Act, 1956,1 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Furtherto my comments in the Annexure referred to in paragraph (1) 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 accounts 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 by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on March 31,2010 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 a 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 explanations given to me the said accounts read with the 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:

i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2010; ii) in the case of the Profit and Loss Account of the Loss 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

(Referred in paragraph (1) of report of even date)

(i) a In our opinion and according to the information and explanation given to us, the Company has maintained all the relevant records showing full particulars, including quantitative details and situation of fixed assets.

b The company has a program for physical verification of fixed assets at regular intervals. In our opinion, the period of verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies have been reported on such verification.

c During the year, the Company has not disposed off any fixed assets that affects the going concern of the company.

(ii) a As explained to us, the inventory has been physically verified during the year by the management. In ouropinion, the frequency of verification is reasonable.

b The procedures of physical verification of inventory followed by the management has appeared to be reasonable and adequate in relation to the size of the Company and nature of its business.

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

(iii) a The company has not granted any loan whether secured or unsecured to companies, firm or other parties covered in the registered under section 301 of the Act.

b Not applicable

c NotApplicable

d Not applicable

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and nature of its business, with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system.

(v) a There is no such transaction that need to be entered into a register in pursuance of section 301 of the Act.

(vi) The Company has not accepted any deposit from the public and hence the provisions of section 58A of the Companies Act, 1956, and the Rules framed thereunder are not applicable.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act, 1956, for any of its products.

(ix) a The company has been regular, during the year, in depositing Provident Fund dues, Investor Education and Protection Fund dues, Employees'' State Insurance, Income-tax, Sale-tax, Wealth Tax, Customs Duty, cess and any other statutory dues with appropriate authorities.

b There are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess.

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash loss in immediate preceding financial year.

(xi) The Company has not defaulted in repayment of dues to a financial institutions or banks or debenture holders.

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

(xiii) The provisions of any special statute as specified under paragraph 4(xiii) of the Order are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) This clause is not applicable as no term loans have been raised during the year.

(xvii) Based on our examination of the books of account and balance sheet of the company, we are of the opinion that funds raised for short term basis have not been used for long term investments and vice versa.

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

(xix) The company has not issued any debentures during the year.

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

(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 notice or reported during the year.

For Ashok Gokani & Co.

Chartered Accountants Ashok Gokani

Place : Mumbai Proprietor

Date : 30.08.2010 M / No. : 47708