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Auditor Report of Sankhya Infotech Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of Sankhya Infotech Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and statement of change in Equity for the year then ended , and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the Branch Auditors of the Company''s Branch at Toulouse, France (herein after referred to as "Standalone Ind AS financial statement") .

Management''s Responsibility for the IND AS Financial Statements

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 IND AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone IND AS 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 IND AS 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 IND AS 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 standalone IND AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the IND AS 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^st, 2018;

(b) In the case of the Statement of Profit and Loss ( including Other Comprehensive Income), of the profit for the Year ended on that date; and

(d) Changes in equity for the year ended on that date.

Emphasis of Matters

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

1. Note No. 10 to the IND AS financial statements which states the Company has reported Unbilled Revenue of Rs.247.15 Lakhs. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and billed the same.

Our opinion is not qualified in respect of the above matter.

Other Matter

We did not audit the financial statements/information of the branch included in the Standalone financial statements of the company whose financial statements/information reflects total assets of Rs. 6551.69 lakhs as at 31^st March, 2018 and total revenues of Rs 16975.83 lakhs for the year ended on that date, as considered in the Standalone financial statements. The financial statements/information of the branch has been audited by the Branch Auditors whose report has been furnished to us, and our opinion is so far it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such auditors.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016, ("the Order"), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company.

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

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns for the purposes of our audit have been received from branch not visited by us;

c. The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by the Branch auditor has been sent to us and has been properly dealt with by us in preparing this report;

d. The Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of changes in Equity dealt with by this Report are in agreement with the books of accounts and with the returns received from the branch not visited by us;

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

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

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

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

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

ii. The company has no pending litigations on its financial position.

iii. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund by the company.

Annexure A to the Auditors'' Report

Annexure to the Auditors'' Report for the year ended March 2018

(Referred to in Paragraph 1 of our Report of even date)

i. (a) According to information and explanations given to us and based on the audit procedures conducted by us, the Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) According to information and explanations given to us and based on the audit procedures conducted by us, the company has physically verified its fixed assets during the year. As explained to us, the management verifies the fixed assets once in three years as per the program, which, in our opinion is reasonable having regard to the size of the company and nature of its assets.

(c) According to information and explanations given to us and based on the audit procedures conducted by us, the company does not have any immovable properties. Hence clause ''c'' of the order is not applicable.

ii. According to information and explanations given to us and based on the audit procedures conducted by us, there are no inventories in the company and hence Clause (ii) of order relating to physical verification of inventory is not applicable to the company for current year

iii. 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. Hence, Clause (a) and (b) of clause (iii) regarding regularity of receipt of the principal amount and interest and recovery of overdue amount is not applicable.

iv. According to the information and explanations given to us and based on the audit procedures conducted by us,

- The company has not given any loans and advances to the parties covered under section 185 of the companies Act. Thus, there is no noncompliance of provisions of Section 185.

- The company has not given any loans and guarantee or providing and security in connection with a loan, to any person or other body corporate and acquiring securities of any other body corporate against the provisions of Section 186 of Companies Act 2013.

v. According to the information and explanations given to us and based on the audit procedures conducted by us, the company has not accepted any deposits from public.

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

vii. In respect of Statutory Dues

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us some undisputed amount payable in respect , Income Tax, and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they become payable.

a) The details are as follows:

(Rs. in Crs.)

Nature of dues	Amount
TDS Payable	0.43
Income Tax	0.42

There are no dues of Income Tax / excise duty /Sales Tax which are not deposited on account of dispute.

viii. The Company has an overdue as per the below details to the Financial Institutions/bank during the year.

Name of the Financial Institutions/Bank	Amount (Rs. in Lakhs)	Period
Interest on IDBI Bank Cash Credit	102.00	3 Months

ix. Based on our audit procedures and as per the information and explanations given by the management, the term loans were applied for the purpose for which the loans were obtained.

x. According to the information and explanations given to us, no material fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on audit procedures conducted by us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. According to the information and explanations given to us and based on audit procedures conducted by us, as the company is not a Nidhi company, clause (xii) of the order is not applicable.

xiii. According to the information and explanations given to us and based on audit procedures conducted by us, all the transactions with related parties are in compliance with sections 177 and 188 of Companies act, 2013, wherever applicable and the details have been disclosed in the financial statements etc., as required by applicable accounting standards.

xiv. According to the information and explanations given to us and based on audit procedures conducted by us, the company has made preferential allotment of sharesduring the year and the terms and conditions are not prejudicial to the interest of the Company.

xv. According to the information and explanations given to us and based on audit procedures conducted by us, as the company has not entered into any non-cash transactions with directors or persons connected with him clause clause (xv) of the order is not applicable.

xvi. According to the information and explanations given to us and based on audit procedures conducted by us, as the company is not required to be registered under section 45-IA of RBI Act, 1934 clause (xvi) of the order is not applicable.

Annexure B to the Auditors'' Report

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SANKHYA INFOTECH LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sankhya Infotech Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone IND AS financial statements of the Company for the year ended on that date

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For M/s. Ravi Rajan & Co,

Chartered Accountants

Firm Regn No:009073N

Place: Hyderabad Jayanth A

Date: 26.05.2018 Membership No: 231549

Mar 31, 2016

The Members of Sankhya InfoTech Limited Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Sankhya Infotech Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2016, and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the Branch Auditors of the Company''s Branch at Toulouse, France.

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 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

Our responsibility is to express an opinion on these standalone 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.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) In the case of the Statement of Profit and Loss, of the profit for the Year ended on that date; and

Emphasis of Matters

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

1. Note No. 15 (ii) to the financial statements which states that the company has given advances of Rs.540.51 Lac to its subsidiary M/s Sankhya US situated in the United States of America which is pending since 2009-10 and Rs.309.91 Lac is pending as on 31.03.2016. The Management is of the view that these advances are in connection execution of a signed contract fully recoverable in cash or in kind for value to be received in due course as operations would be commenced fully in near future.

2. Note No. 19 to the financial statements which states the Company has reported Unbilled Revenue of Rs.306.89 Lacs. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and billed the same.

Our opinion is not qualified in respect of the above matters.

Other Matter

We did not audit the financial statements / information of the branch included in the Standalone financial statements of the Company whose financial statements / financial information reflects total assets of Rs.6115.50 Lakh as at 31st March 2016 and total revenues of Rs. 15220.24 Lakh for the year ended on that date, as considered in the Standalone financial statements. The financial statements / information of the branch has been audited by the Branch Auditors whose report has been furnished to us, and our opinion is so far as it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such auditors.

Our opinion is not qualified in respect of the above matters.

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, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company.

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

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

d. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts and with the returns received from the branch not visited by us.

e. 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.

f. On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

I The Company has no pending litigations on its financial position - Refer Note 27(la) to the 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 not been any delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the company.

Annexure A to the Auditors'' Report Annexure to the Auditors''

Report for the year ended March 2016

(Referred to in Paragraph 1 of our Report of even date)

I (a) According to information and explanations given to us and based on the audit procedures conducted by us, the Company has generally maintained proper records to show full particulars including quantitative details and situation of fixed assets.

(b)According to information and explanations given to us and based on the audit procedures conducted by us, the company has physically verified its fixed assets during the year. As explained to us, the management verifies the fixed assets once in three years as per the program, which, in our opinion is reasonable having regard to the size of the company and nature of its assets.

iii. According to the information and explanations given to us and based on the audit procedures conducted by us, the company has not granted any unsecured loans during the year to the companies covered in the Register maintained under section 189 of the company. However, company has given a loan of Rs. 540.51 Lacs during the FY 2009-10 to such party and the maximum amount involved during the year is Rs. 540.51 Lacs and at the end of the year balance of loan to such party is Rs.309.91 Lacs.

a) As per the information and explanations given to us, the terms and conditions of such loan are not prejudicial to the company''s interest.

b) As informed the loans granted are repayable on demand and the company has not demanded repayment of any such loan during the year. Thus, there has been no default on the part of the party to whom the money has been lent.

c) According to the information given to us, there is no overdue amount from such party.

iv. According to the information and explanations given to us and based on the audit procedures conducted by us,

- The company has not given any loans and advances to the parties covered under section 185 of the companies Act. Thus, there is no non compliance of provisions of Section 185.

v. According to the information and explanations given to us and based on the audit procedures conducted by us, the company has not accepted any deposits from public.

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

vii.According to the information and explanations given to us, there are some undisputed amounts payable in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at 31.03.2016 for a period of more than six months from the date they became payable.

a) The details are as follows:

(Rs. in Lac)

Nature of dues	Amount
Provident Fund	23.62
ESI	4.62
TDS	1.75
Income Tax	68.59
Profession Tax	1.87
Service Tax	44.12

b) There are no dues of Income Tax / excise duty /Sales Tax which are not deposited on account of dispute, viii. The Company has an overdue as per the below details to the Financial Institutions/bank during the year.

Name of the Financial Institutions/Bank

Amount

(Rs. in Lac)

Period

Interest on

IDBI Bank Cash Credit

180.00

4.5months

IDBI Rupee Term Loan

78.00

11.5 months

ix. Based on our audit procedures and as per the information and explanations given by the management, the term loans were applied for the purpose for which the loans were obtained.

x. According to the information and explanations given to us, no material fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xii. According to the information and explanations given to us and based on audit procedures conducted by us, as the company is not a Nidhi company, clause (xii) of the Order is not applicable.

xiv. According to the information and explanations given to us and based on audit procedures conducted by us, as the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and so clause (xiv) of the order is not applicable.

Annexure B to the Auditors'' Report

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ABC COMPANY LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sankhya Infotech Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

Auditors âResponsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For Komandoor & Co.LLP

Chartered Accountants

Firm Regn No: 001420S/S200034

Place: Hyderabad K Mohan Acharya

Date: 28.05.2016 Membership No:029082

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Sankhya InfoTech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the Branch Auditors of the Company's Branch at Toulouse, France.

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 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

Our responsibility is to express an opinion on these standalone 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 standalone financial statements.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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

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

Emphasis of Matters

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

1. Note No.14 (ii) to the financial statements which states that the company has given advances of Rs.540.51 Lac to its subsidiary M/s Sankhya US situated in United States of America and the same is pending since 31.3.2010. The Management is of the view that these advances are in connection execution of a signed contract fully recoverable in cash or in kind for value to be received in due course as operations would be commenced fully in near future.

2. Note No.18 (i) to the financial statements which states the Company has reported Unbilled Revenue of Rs.429 Lac However, the same is pending for billing since 31.3.2012. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and billed the same.

Our opinion is not qualified in respect of the above matters.

Other Matter

We did not audit the financial statements / information of the branch included in the Standalone financial statements of the Company whose financial statements / financial information reflect total assets of Rs.5212.34 Lakh as at 31st March 2015 and total revenues of Rs. 17899.72 Lakh for the year ended on that date, as considered in the Standalone financial statements. The financial statements / information of the branch has been audited by the Branch Auditors whose report has been furnished to us, and our opinion is so far as it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such auditors. Our opinion is not qualified in respect of the above matters.

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, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company. As required by section 143(3) of the Act, we report that:

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

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns for the purposes of our audit have been received from branch not visited by us.

c. The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by the Branch auditor has been sent to us and has been properly dealt with by us in preparing this report.

d. 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 and with the returns received from the branch not visited by us.

e. 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.

f. 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26(ii) to the 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 not been any delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report for the year ended March 2015

(Referred to in Paragraph 1 of our Report of even date)

(i) (a)The Company has generally maintained proper records to show full particulars including quantitative details and situation of fixed assets. (b) As per the information and explanation given to us, the company has physically verified its fixed assets during the year. As explained to us, the management verifies the fixed assets once in three years as per the program, which, in our opinion is reasonable having regard to the size of the company and nature of its assets.

(ii) Clause a, b & c regarding Inventory is not applicable to the Company as the Company does not hold any inventory.

(iii) As informed to us, the Company has granted unsecured Loans to Companies, covered in the Register maintained under Section 189 of the Companies Act, 2013. The maximum amount involved during the year and at the end of the year, balance of loans granted to such party are as follows:

Name of the party Maximum amount Year-end outstanding during Balance the year

Sakhya US 540.51 540.51 Corporation

Harvest Holding 16.59 16.59 Partners LLC, Dubai

(a) As informed, the loans granted are repayable on demand and the company has not demanded repayment of any such loan during the year. Thus there has been no default on the part of the parties to whom the money has been lent.

(b) According to the information and explanation given to us, there is no overdue amount for more than Rs. One Lakh.

(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 inventory and fixed assets and sale of goods and services.

We 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 public.

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

(vii) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India, the Company has not been regular in depositing its undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

According to the information and explanations given to us, there are some undisputed amounts payable in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at 31.03.2015 for a period of more than six months from the date they became payable. The details are as follows:

(Rs. in Lac) Nature of dues Amount

Provident Fund 24.51

ESI 2.90

TDS 151.24

Income Tax 117.37

Profession Tax 1.40

Service Tax 40.50

(b) There are no dues of Income Tax / excise duty /Sales Tax which are not deposited on account of dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (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 has defaluted in repayment of dues to a financial institutions, banks or debenture holders during the year.

Name of the Amount Period Financial Institutions/Bank Rs. in Lac

IDBI Bank Cash Credit 137.00 3 months

IDBI Rupee Term Loan 75.00 6 months

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. (xi) Based on our audit procedures and as per the information and explanations given by the management, the term loans were applied for the purpose for which the loans were obtained. (xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit

For T. R. Chadha & Co. Chartered Accountants

Membership Number: 107196 Firm Regn. No: 006711N

Place: Hyderabad Date: 26.05.2015 Pravin Kumar Jabade

(Partner)

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Sankhya Infotech Ltd. ("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 poli- cies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi- nancial statements that give a true and fair view of the fi- nancial position, financial performance and cash flows of the Company in accordance with the Accounting Standards noti- fied under the companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Minis- try of Corporate Affairs in respect of Section 133 of the com- panies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial state- ments that give a true and fair view and are free from mate- rial mis-statement, 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''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.

Opinion

Basis of Qualified Opinion

a) Attention is invited to Note No.26.4 of Financial Statements regarding balance confirmations from unsecured loans and advances. (Impact not ascertained).

b) Attention is invited to Note No.26.8 of Financial Statements regarding making provisions towards Employee Benefits as per Actuarial Valuation Certificate. (Impact not ascertained).

c) Attention is invited to Note No.26.9 of Financial Statements regarding making adequate provisions towards Income Tax Demand raised by the Income Tax Department and accepted by the Company. The company has not provided the additional demand of Rs.90.85 Lac. We report that had the provision been made, Loss after the provision for Income Tax would have been Rs.1.26 Lac (as against the profit reported at Rs.89.59 Lac), Reserves & Surplus would be at Rs.5687.29 Lac (as against reported figure of 5778.14 Lac) and .Short Term Provisions would be at Rs.111.97 Lac (as against reported figure of 21.12 Lac)

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion paragraph above, 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:

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

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

Emphasis of Matter

We draw attention to Note 14.ii in the financial statements which indicates that The company has given advances to its subsidiary M/s Sankhya US Corp situated in United States of America and the same is pending since long time. The Management is of the view that these advances are in connection execution of a signed contract fully recoverable in cash or in kind for value to be received in due course as operations would be commenced fully in near future.

Our opinion is not qualified in this matter.

Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Companies 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, and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from the branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013;

e. 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.

2. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 (together the ''Order"), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

3. 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 (i) of Section 274 of the Companies Act, 1956.

SANKHYA INFOTECH LTD.

Annexure to the Auditors''

Report for the year ended March 2014 (Referred to in Paragraph 1 of our Report of even date)

I. Fixed Assets

a) The Company has maintained proper records showing full particulars including quantative details and situation of Fixed Assets.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the books records and the physical inventories have been noticed on such verification

c) No substantial part of the fixed assets has been disposed off during the year.

II. Inventories

The company during the year under audit does not have the Inventory. As such no comments are required under clauses a to c of Para 4 (ii) of CARO, 2003.

III. Loans given / taken

a) The company has granted interest free unsecured loans to one wholly owned subsidiary covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and at the end of the year, balance of loans granted to such party are as follows:

(Rs. in Lacs)

Name of the Party Maximum amount Year-end outstanding Balance during the year

Sankhya US 540.51 540.51 Corporation

Harvest Holding 16.59 16.59 Partners LLC, Dubai

b) According to the information and explanation given to us and according to our opinion, the terms and conditions of Interest Free Loans given to the party covered in the register maintained under Section 302 of the Act are not prima facie prejudicial to the interest of the Company.

c) As informed, the loans granted are repayable on demand and the company has not demanded repayment of any such loan during the year. Thus there has been no default on the part of the parties to whom the money has been lent.

d) According to the information and explanation given to us, there is no overdue amount for more than Rs. One Lakh.

e) The company has taken interest free unsecured loans from the parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and at the end of the year, balance of loans granted to such party is as follows:

(Rs. in Lacs)

Name of the Party Maximum Year-end amount Balance outstanding during the year

Mr. N. Srinivas 60.00 60.00

Mrs. N. Gayatri 94.65 91.42

Mr. N. Ramakrishna Rao 8.08 7.08

Mrs. N. Indira Ramani 132.81 123.70

Mrs. N. Parvatavardhani 3.76 3.76

f) According to the information and explanation given to us and according to our opinion, the terms and conditions of Interest Free Loans taken from the parties covered in the register maintained under Section 302 of the Act are not prima facie prejudicial to the interest of the Company.

g) As informed, the loans granted are repayable on demand and the company has repaid the amount demanded during the year and there has been no default on the part of the company.

IV. Internal Control

In our opinion, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have neither observed nor have been informed of any continuing failure to correct major weakness in internal control system.

V. Transactions under Section 301

In our opinion and according to the information and explanations given to us ,the transactions made in pursuance of contracts or arrangement, that need to be entered in the Registered maintained under section 301 of the Companies Act 1956 have been so entered

VI. Public Deposit

The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

VII. Internal Audit System

The Company has an internal audit system, in commensurate with the size and nature of its business.

VIII. Cost Records

As informed, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any products of the company.

IX. Statutory Dues

a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India, the Company is not regular in depositing its undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

b) According to the information and explanations given to us, there are some undisputed amounts payable in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at 31.03.2014 for a period of more than six months from the date they became payable. The details are as follows:

(Rs. in Lacs)

Nature of dues Amount

Provident Fund 9.50

ESI 1.03

TDS 95.15

Income Tax 77.37

Profession Tax 0.47

Service Tax 12.61

C) The details of dues of Income Tax / excise duty / Sales

Tax not deposited on account of dispute along with the amounts involved and the forum where dispute is pending is given as under:

Nature Financial Amount Forum at Year Rs. in which pending Lacs

Income Tax 2009-10 90.39 Appellate Tribunal

x) The Company has not incurred any cash losses during the financial year and in the immediately preceding year nor does it have any accumulated losses.

xi) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions, bank and debenture holders.

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

xiii) In our opinion, considering the nature of activities carried on by the company, it is not a chit fund / nidhi / mutual benefit fund / society. Accordingly, the provisions of clauses 13 (a) to (d) of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the company.

xiv) In our opinion and according to information and explanations given to us, the Company is not engaged in dealing or trading in shares, securities, debentures and other investments. However, the Company is holding certain investments for which the records are properly maintained and the same are held by the company in its own name.

xv) According to information and explanations given to us, during the year, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) Based on our audit procedures and as per the information and explanations given by the management, no term loan received during the year by the company.

xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii) The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of Companies Act, 1956.

xix) The Company has not issued any Debentures during the year.

xx) The Company has not raised any money from the public during the year through public issue.

xxi) During the course of examination of the books of account and records of the company as produced and examined by us in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For T.R. Chadha & Co. Chartered Accountants Firm Regn. No: 006711N

Pravin Kumar Jabade Place : Hyderabad (Partner) Date : 22.05.2014 Membership Number: 107196

Mar 31, 2012

1. We have audited the attached Balance Sheet of Sankhya Infotech Limited as at 31 March, 2012, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956(the ''Act'') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our 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 Act.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance sheet, Profit & Loss account and Cash flow Statement read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as on 31 March, 2010;

II. In so far as it relates to the Profit and Loss Account, of the Profit for the year ended on that date and

III. In the case of Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

1. (a) The Company is updating the records showing full particulars including quantitative details and situation and fixed assets keeping in view of the additions made during the year.

(b) As explained to us , the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, none of fixed assets have been disposed off by the Company during the year.

2. The Company''s nature of operations does not require it to hold inventories. Accordingly, this clause is not applicable.

3. The Company has taken or granted loans from/to the Companies, Firms, or other parties covered in the register maintained U/s 301 of the Companies Act, 1956.

a) The company has taken loans from various parties and the amount outstanding at the year end is Rs. 400.94 Lakhs.

b) The terms and conditions in respect of loans taken are prima facie not prejudicial to the interest of the company. There are no overdues.

c) The Company has granted Advance to subsidiary companies amounting to Rs. 5,40,50,991/- which is continuing from previous year.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of fixed assets. The activities of the company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of the audit.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956.

a) In our opinion and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of other parties are reasonable.

6. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A,58AA or any other relevant provisions of the Act and the rules framed there under does not arise. As per information and explanations given to us the order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not been received by the Company.

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

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company. Accordingly, clause 4(viii) of the order is not applicable.

9. a) The Company is regular in depositing undisputed statutory dues including PF, ESI, Income Tax, Cess and any other statutory dues with the appropriate authorities and at the last of the financial year there were no amounts outstanding which were due for more than 6 months from the date they became payable.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of PF, ESI, Income Tax, Cess and any other statutory dues as at the end of the period, for a period more than six months from the date they became payable.

10. The Company has been registered for a period of not less than 5 years, and the Company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and the immediately preceding financial year.

11. In our opinion, the Company has not defaulted in repayment of dues to a financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

13. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the company does not arise.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to information given to us, and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short term basis have not been used for long term investment and vice versa during the year under audit.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of Shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

19. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

20. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by Public Issue is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P.MURALI & CO.,

CHARTERED ACCOUNTANTS

Regn. No. 007257S

PLACE:HYDERABAD P. MURALI MOHANA RAO

DATE: 30th May, 2012 PARTNER

M. No. 23412

Mar 31, 2010

We have audited the attached Balance Sheet of SANKHYA INFOTECH LIMITED as at 31st March, 2010 and also the Profit & Loss Account for the period ended on the date annexed thereto and the cash flow statement for the period ended on that date. 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.

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

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

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

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

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

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

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

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

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

(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 & Loss Account, of the Profit for the period ended on that date; And

(c) In the case of the Cash Flow, of the cash flows for the period ended on that date.,

ANNEXURE TO THE AUDITORS REPORT

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year.

II.

(a) The Companys nature of operations does not require it to hold Inventories. Accordingly, Clause 4(ii) of the Order is not applicable.

III. The Company has granted and taken loans, unsecured to / from Companies, Firms or other Parties covered in the register maintained U/s.301 of the Companies Act, 1956 and registers are being maintained by the company.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and for sale of goods.

There is no continuing failure by the company to correct any major weaknesses in internal control.

V. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of other parties are reasonable.

VI. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies(Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. No order is passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act, 1956.

IX. The Company is regular in depositing statutory dues including PF, ESI, and any other statutory dues with the appropriate authorities and at the last of the financial year there were no amounts outstanding which were due for more than 6 months from the date.

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding such financial year.

XI. According to information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions or banks.

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, Securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditors Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the company does not arise.

XVI. According to the information and explanations given to us, there are No Term Loans availed by the company.

XVII.According to the information given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long term investment and vice-versa during the year under audit.

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 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is not prejudicial to the interest of the Company.

XIX. According to the information and explanations given to us, the company has not issued any debentures.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by Public Issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P.MURALI & CO.,

CHARTERED ACCOUNTANTS

Regn. No. 007257S

PLACE: HYDERABAD P. MURALI MOHANA RAO

DATE : 22nd May, 2010 PARTNER

M. No. 23412

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