Auditor Report of Securekloud Technologies Ltd.

Mar 31, 2018

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of 8K Miles Software Services Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

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 standalone 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.

In conducting 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 thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

We believe that the audit evidence obtained by us 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 aforesaid standalone 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, of the state of affairs of the Company as at 31 March 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

OTHER MATTERS

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these standalone Ind AS financial statements, have been prepared after adjusting the previously issued standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS. The previously issued standalone financial statements were audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 10 May 2017 and 9 May 2016, respectively, expressed an unmodified opinion on those standalone financial statements. Adjustments made to the previously issued standalone financial statements to comply with Ind AS have been audited by us.

Our opinion on the standalone Ind AS financial statements is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 standalone Ind AS financial statements;

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

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

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING 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 8K Miles Software Services Limited (“the Company”) as of 31 March 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 respective 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.

AUDITOR’S 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 judgement, 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2018, based on the criteria for internal control over financial reporting 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.

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of its property, plant and equipment:

(a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification, which, in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable.

(ii) The Company does not have any inventory and, hence, reporting under clause (ii) of the Order is not applicable.

(iii) According to the information and explanation given to us, the company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans as applicable are, in our opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per applicable stipulations.

(c) There is no overdue amount remaining outstanding as at the balance sheet date.

(iv) I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans and making investments. The Company has not provided guarantees and securities.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) Having regard to the nature of the Company’s business/ activities, reporting under clause (vi) of the Order with regard to maintenance of cost records is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Goods and Services Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. Excise duty is not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Goods and Services Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax which have not been deposited as on 31 March 2018 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the amount relates (Financial Year)	Amount involved (Rs. in lakhs)	Amount unpaid (Rs. in lakhs)
Income	Income	Assistant	2007-08	9.51	9.51
Tax Act,	Tax	Commissioner	2009-10	56.76	56.76
1961		of Income	2010-11	1.39	1.39
		Tax	2011-12	11.91	11.91
			2012-13	0.25	0.25
			2014-15	15.16	15.16

(viii) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks and financial institutions. The Company has not taken any loans or borrowings from government and has not issued any debentures.

(ix) I n our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds. Further, the Company has not raised money by way of initial public offer or further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) I n our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and, hence, reporting under clause (xii) of the Order is not applicable.

(xiii) I n our opinion and according to the information and explanations given to us, the Company is in compliance with the Section 177 and 188 of the

Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and, hence, reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) I n our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions during the current year with any of the directors of the Company or its holding, subsidiary or associate company or a person connected with him and, hence, the provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

V. Balaji

Partner

(Membership No. 203685)

Place : Mumbai

Date : 7^th September 2018

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Mar 31, 2017

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying Standalone Financial Statements of M/s. 8K Miles Software Services limited (“the company”), chennai-600018, which comprise the Balance Sheet as at 31st march 2017, the Statement of profit and Loss and the cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBIUTY FOR THE STANDALONE FINANCIAL STATEMENTS

The company’s Board of Directors is responsible for the matters stated in section 134(5) of the companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position; financial performance and cash flows of the company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the 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 free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the relevant 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 thereunder.

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 of 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 judgement, 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 and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 aforesaid standalone financial statements give the information required by the companies Act, 2013, in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2017

(ii) I n the case of the Statement of profit and Loss of the PROFIT for the year ended on March 31, 2017 and

(iii) In the case of the cash Flow Statement of the cash Flows for the year ended on March 31, 2017.

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 subsection (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraph 3 and 4 of the order, to the extent applicable.

2. As required by the 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 it 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 books of account;

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

e) On the basis of written representations received from the directors as at 31st March, 2017 and taken on record by the Board Of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) With respect to 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 explanation given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No.27 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 under the applicable law or accounting standard.

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

iv) The Company has provided requisite disclosures in its Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016. Based on audit procedures and relying on management representation we report that the disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management. Refer Note No. 1.18 to the Financial Statements.

The Annexure referred to in our independent Auditors’ Report to the Members of M/s 8K Miles Software Services Limited (“the Company”) on the Standalone Financial Statements for the year ended march 31, 2017.

We report that:

i) a) The company has 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, at reasonable intervals and no material discrepancies were noticed on such verification between the books of account and physical fixed assets.

c) The Company does not hold any immovable property.

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

iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of the clause 3 (iii) (a) to (c) of the order are not applicable to the company and hence not commented upon.

iv) in our opinion and according to the information and explanations given to us, the company has compiled with the provisions of section 185 and 186 of the companies Act, 2013 in respect of loans, investments, guarantees and securities.

v) The company has not accepted any deposit from public and hence the directives issued by the Reserve Bank of india and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

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

vii) a) According the information and explanations given to us and in the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including provident Fund, Employees State insurance, income-Tax, Sales tax, Service Tax, Duty of customs, Duty of Excise, Value added Tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at march 31, 2017 for a period of more than six months from the date on when they become payable.

b) According to information and explanations given to us, the following are the details of the disputed dues and that were not deposited with the concerned authorities:

Name of the Statue	Nature of	Amount in	Forum where
	Dues	Rs. (Lakhs)	the dispute is
			pending
Income Tax Act, 1961	Income Tax	94,97,650	Assessing Officer

viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to banks or financial institutions. The company has not taken loans from the government and has not issued any debentures.

ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. The term Loans borrowed from IFCI, for the purpose of investment in subsidiaries, has been utilised for the purpose for which it is availed.

x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

xi) Based upon the audit procedures performed and the information and explanations given by the management, managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the companies Act.

xii) In our opinion, the company is not a Nidhi company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the company.

xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

xiv) Based upon the audit procedures performed and the information and explanations given by the management, during the year, the company has made preferential allotment of equity shares on conversion of warrants issued during 2014-15 pursuant to the provision of Section 62 (1) (c) of company’s Act 2013 and in accordance with the enabling provision of memorandum and Articles of Association of the Company, Securities and Exchange Board of india (issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI iCDR Regulations”).

The Company has not made any private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

xvi) In our opinion, the company is not required to be registered under section 45 iA of the Reserve Bank of india Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For GHG Associates

Chartered Accountants

Firm’s Registration No: 008703S

Sd/-

S. Haresh

Place: Chennai Partner

Date: 10th May 2017 Membership No. 205204

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Mar 31, 2016

To

The Members of

M/s. 8K Miles Software Services Limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying Standalone Financial Statements of M/s. 8K miles Software Services limited ("the company"), Chennai - 600 018, which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position; financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in india, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 free from material misstatement, whether due to fraud or error.

auditors'' responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the relevant 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 of material misstatement.

An audit includes 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 financial control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 aforesaid standalone financial statements give the information required by the Companies Act, 2013, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(i) i n the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016

(ii) In the case of the Statement of Profit and Loss of the PROFIT for the year ended on March 31, 2016 and

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on March 31, 2016.

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 give in the " Annexure A" a statement on the matters specified in paragraph 3 and 4 of the order, to the extent applicable.

2. As required by the 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 it 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 books of account;

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to 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 explanation given to us:

i) The Company does not have any pending litigation which would impact its financial position.

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses under the applicable law or accounting standard.

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

The Annexure referred to in our Independent Auditors''

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

Report to the Members of M/s. 8K Miles Software

Services Limited ("the Company") on the Standalone Financial Statements for the year ended march 31, 2016. We report that:

i) a) The company has 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, at reasonable intervals and no material discrepancies were noticed on such verification between the books of account and physical fixed assets.

c) The company does not hold any immovable property.

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

iii) The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under Section 189 of the Ac! accordingly, the provisions of the clause 3 (iii) (a) to (c) of the order are not applicable to the company and hence not commented upon.

iv) I n our opinion and according to the information and explanations given to us, the Company has compiled with the provisions of Section 185 and 186 of the companies Act, 2013 in respect of loans, investments, guarantees and securities.

v) The company has not accepted any deposit from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

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

vii) a) According to the information and explanations given to us and in the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

b) According to information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

viii) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the company and hence not commented upon.

x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi) Based upon the audit procedures performed and the information and explanations given by the management, no 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. Hence the clause (xi) of the Order is not applicable.

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

xiv) Based upon the audit procedures performed and the information and explanations given by the management, during the year, the Company has made preferential allotment of equity shares on conversion of warrants issued during 2014-15 pursuant to the provision of Section 62 (1) (c) of Companies Act, 2013 and in accordance with the enabling provision of Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2009 ("SEBI ICDR Regulations").

The Company has not made any private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the order are not applicable to the Company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

“annexure B”

To the independent Auditor''s Report of even date on the Standalone Financial Statements of 8K Miles Software Services 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 "8K MILES SOFTWARE SERVICES 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

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 (‘ICAI''). 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, 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 GHG Associates Chartered Accountants Firm''s Registration No: 008703S

S. Haresh

Place: Chennai Partner

Date: 9th May 2016 Membership No. 205204

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statementsof M/s. 8K Miles Software Services Limited ("the Company"), Secunderabad-500003 which comprisethe Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date along Notes on Accounts.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956. 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 free from material misstatement, whether due to fraud or error.

Auditors’ Report

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 of material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial 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 March 31, 2013 and

b) In the case of the Statement of Profit and Loss of the PROFIT for the year ended March 31, 2013

c) In the case of the Cash Flow Statement of the Cash Flows for the year ended March 31, 2013.

Report on Other Legal and Regulatory Requirements

1. 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 (herein after called the Act) We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by section227(3) of the Act, 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 it appears from our examination of those books.

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

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

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

Annexure to the Independent Auditors’ Report – 31stMarch, 2013.

With reference to the Annexure referred to in the Independent Auditors’ Report to the members of M/s 8K Miles Software Services Limited ("the Company") for the year ended March 31, 2013. We report that:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verifications. No substantial part of fixed assets was disposed off during the year and hence the going concern status is not affected.

2. During the year, the Company does not have any stock of Raw materials, stores, spare parts and finished goods.

3. a) During the year, the Company has not granted any loan, secured or unsecured to Companies covered in the Register maintained under Section 301 of the Companies Act, 1956. For related party transactions refer Note No. BVId

b) During the year the company has not availed any loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of fixed assets and provision of services. During the course of our audit, no major weaknesses in the internal control system.

5. a) Based on the audit to the procedures applied to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been properly entered in the said Register.

b) In our opinion and according to the information and explanations given to us, these transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. In our opinionand according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. Maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 are not applicable to the Company.

9. 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 covered under the provisions of Profession Tax, Investor Education and Protection Fund, Provident Fund and Employees State Insurance. As per explanations furnished, amounts deducted / accrued in the respect of undisputed statutory dues including Provident fund and Employees State Insurance are not paid with the appropriate authorities.

b) According toinformation and explanations given to us,no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty except:

c) The company had provided Rs.6,53,089/-as Minimum Alternate Tax during the FY 2010-11.The company has received a Notice of Demand from Income Tax Department to the tune of Rs.11,90,670/- for the said year. No additional provision has been made in the books of account for the same.

d) An amount of Rs.13,21,399/- being TDS deducted under various sections by the Company which has not been remitted to the Government Account for a period of more than six months from the date they became payable.

10. In our opinion, there are accumulated losses available in the books of the company in respect of earlier years to the tune of Rs.76,34,334/- as on 31st March 2013. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given by the management, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

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

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. The Company is holding only Long Term Investments being investment in the share capital of wholly owned subsidiaries.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions during the year.

16. In our opinion, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an 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.

18. 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 Act.

19. According to the information and explanations given to us, during the year, the Company has not issued any debentures during the year.

20. The Company has raised money by issuing Preferential Shares of 472300 shares at Rs.57 (Inclusive of Share Premium Rs.47) per share as on 27th June 2012 from public issues.

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

For GHG ASSOCIATES

CHARTERED ACCOUNTANTS

Sd/-

Place: Secunderabad S. HARESH

Date: 31st May 2013 PARTNER

M.NO. 205204

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Mar 31, 2012

We have audited the Balance Sheet of M/s.8K MILES SOFTWARE SERVICES LIMITED, as at March 31, 2012 and also the Profit and Loss Account for the year ended on the date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

The provisions of the Companies (Audit Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 (herein after called the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, We set out in the annexure a statement on the matters 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 and Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

(v) On the basis of written representaed from the directors, as at March 31, 2012, and taken on record by the Board of Directors, We report that none of the directors are ; disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of

sub-section (1) of section 274 of the Companies Act, 1956.

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012

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

c. In case of Cash Flow statement, of the cash flows for the year ended on that date.

Annexure to Auditor's Report

Annexure referred to in paragraph 3 of the report of the Auditors to the Members of M/s.8K Miles Software Services Limited for the year ended March 31, 2012.

(i) The nature of the Company's business activities during the year are such that clauses clause (xiii) with respect to provisions of any special statue, (xiv) with respect to Companies dealing in securities (xix) with respect to creation of securities in case the company has raised money by way of issue of debentures (xx) company raising money by way of public issue are not applicable to the company.

(ii) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Fixed Assets of the Company have been physically verified by the management and no material discrepancies between the records and physical inventory have been noticed.

(iii) The company is primarily rendering software solution services. Accordingly it does not hold any physical inventories. The paragraph 4(11) of the order is not applicable

(iv) In our opinion and according to the information and explanation given to us, the internal control procedures are commensurate with the operations.

(v) (a) On the basis of information and explanation given to us, the company has given and taken interest free loans to Companies, firms and other parties covered under section 301 of the Act and the same is prejudicial to the interest of the company.

(b) The Loans either taken or given are both interest free.

(vi) (a) on the basis of information and explanations given to us, we are of the opinion that the procedure of entering transactions that need to be entered into the Registered maintained under Section 301 of the 'Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and exceeding the value of Rs. Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regards to the market prices prevailing at relevant time.

(vii) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits as defined under the provisions of section 58A J and 58 AA or any other relevant provisions of the Act and rules framed there under from the public.

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

(ix) The maintenance of cost records under sec.209 (1) (d) has not been prescribed by the Central Govt, for this company.

(x) The company has not granted any loans and advance on the basis of security by way pledge of shares, debentures and other securities.

(xi) According to the information and explanation given to us the company has not registered with PF & ESI Authorities and both the Employer Contribution and Employee Contributions were neither deducted nor deposited as per the relevant Acts, during the period under audit

(Xii) We are informed by the management of the company that the Company has not given any guarantees for the loans taken by others from bank or financial institutions, the terms and conditions, whereof, in our opinion, are prime facie, prejudicial to the interest of the company.

(xiii) In our opinion, and according to the information and explanations given to us, the Company is neither a dealer nor trader in securities.

(xiv) The Company has not raised money by way of Term loans during the year .

(xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no fraud on the company has been noticed or reported during the year.

Place : Chennai For GHG Associates Date : 31st May 2012 Chartered Accountants



Sd/- S. Haresh

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Mar 31, 2010

1. We have audited the attached balance sheet of M/S. P.M.Strips Ltd as at 31st March, 2010 and also the profit and loss Account and the Cash Flow statement of the Company for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the company's Management Our responsibility is to express an opinion on the financial statements based on our audit

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

3. As required by the Companies (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 ( herein after called the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, We set out in the annexure a statement on the matters of the said order.

4. Subject to above:

a. 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;

b. In our opinion, proper books of accounts as required bylaw have been kept by the company as far as it appears from our examination of the books:

c. The Balance Sheet and profit and loss Account and the cash flow statement dealt with by this report are in agreement with the records and documents produced before us for the purposes of audit

d. In our opinion the Balance sheet Profit and Loss Account and the Cash Flow statement dealt with by this report comply subject to our qualifications mentioned, above in Para 4 and in the report annexed hereto comply Accounting Standards referred in (3C) of Section 211 of the "Act"

e. 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 are disqualified as on 31st March 2010 from being appointed as a Directors in terms of Clause (g) of Subsection 91 of Section 274 of the "Act".

f. In our opinion, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the Case of Balance Sheet, of the State of Affairs of the Company as at 31st March,2010 and

ii) In the case of the profit and loss Account, of the Profit of the Company for the Year ended on mat date.

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

ANNEXURE TO AUDITOR'S REPORT

Annexure referred to in paragraph 3 of the repeal of the Auditors to the Members of M/s. P.M.Strips Ltd For the year ended March 31.2010.

(i) The nature of the Company's business activities during the year are such that clauses clause (xiii) with respect to provisions of any special statue, (xiv) with respect to Companies dealing in securities (xix) with respect to creation of securities in case the company has raised money by way of issue of debentures (xx) company raising money by way of public issue are not applicable to the company.

(ii) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Fixed Assets of the Company have been physically verified by the management during the by the Management and no material discrepancies between the records and physical inventory have been noticed.

(iii) (a) The Inventory of the company has been physically verified by the management during the year and the company has obtained confirmations from third parties the stock held by them.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory is satisfactory.

(c) On the basis of our examination of records, in our opinion, the company has maintained adequate records of inventories and no material discrepancies were noticed on physical verification, which was done by the management

(iv) In opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the operations.

(v) (a) On the basis of information and explanation given to us, the company has given and taken interest free loans to Companies, firms and other parties covered in the maintained under section 301 of the Act.

(b) The Loans either taken or given are both non-interest

(vi) (a) on the basis of information and explanations given to us, we are of the opinion that the procedure of entering transactions that need to be entered into the Register maintained under Section 301 of the 'Act have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 pf the Act, and exceeding the value of Rs.Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regards to the market prices prevailing at relevant time, except in respect of certain specialized items for which comparative prices are not available due to their nature of the goods.

(vii) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits as defined under the provisions of section 58 A and 58 AA or any other relevant provisions of the Act and rules framed there under from the public.

(viii) The company does have a formal internal audit systems commensurate to the size and nature of its business

(ix) The maintenance of cost records under sec.209 (1)(d) has not been prescribed by the Central Govt. for this company.

(x) According to the information and explanations to us and according to the Books and Records as produced and examined by us, in our opinion the undisputed statutory dues including provident funds, investor Education and protection fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other as applicable been regularly deposited by the company during the year.

(xi) The company has not granted any loans and advance on the basis of security by way pledge of shares debentures and other securities.

(xii) In our opinion and according to the information company is not a dealer or trader in securities.

(xiii) We are informed by the management of the company that the Company has not given any guarantees for loans taken by other from banks or financial institutions, the terms and conditions, whereof, in our opinion ,are prime facie, prejudicial to the interest of the company.

(xiv) The Company has not raised money by way of Terms loans during the year expect for re schedulement of facilities as stated above during the year and hence we are not required to comment on its end use of loans availed.

For G Ramamohan & Co

Place : Hyderabad Chartered Accountants

Date : 02.09.2010

Sd/-

G RAMA MOHANA RAO

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Mar 31, 2009

1. We have audited the attached balance sheet of M/S. P.M.Strips Ltd as at 31st March, 2009 and also the profit and loss Account and the Cash Flow statement of the Company for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the companys Management. Our responsibility is to express an opinion on the financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956 ( herein after called the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, We set out in the annexure a statement on the matters of the said order.

4. Subject to above:

a. 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;

b. In our opinion, proper books of accounts as required bylaw have been kept by the company as far as it appears from our examination of the books:

c. The Balance Sheet and profit and loss Account anc :ne cash flow statement dealt with by this report are in agreement with the records and documents produced before us for the purposes of audit.

d. In our opinion the Balance sheet, Profit and Loss Account and the Cash Flow statement dealt with by this report comply Accounting Standards referred in (3C) of Section 211 of the "Act".

e. On the basis of written representations received from the Directors, as on 31 st March 2009, and taken on record by the Board of Directors, We report that none of the Directors are disqualified as on 31st March 2009 from being appointed as a Directors in terms of Clause (g) of Subsection 91 of Section 274 of the "Act".

f. In our opinion, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the Case of Balance Sheet, of the State of Affairs of the Company as at 31st March,2009 and

ii) In the case of the profit and loss Account, of the Profit of the Company for the Year ended on that date.

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

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph 3 of the report of the Auditors to the Members of M/s. P.MStrips Ltd For the year ended March 31. 2009.

(i) The nature of the Companys business activities during the year are such that clauses clause (xiii) with respect to provisions of any special statue, (xiv) with respect to Companies dealing in securities (xix) with respect to creation of securities in case the company has raised money by way of issue of debentures (xx) company raising money by way of public issue are not applicable to the company.

(ii) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets .

(b) The Fixed Assets of the Company have been physically verified by the management during the by the Management and no material discrepancies between the records and physical inventory have been noticed.

(iii) (a) The Inventory of the company has been physically verified by the management during the year and the company has obtained confirmations from third parties the stock held by them.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory is satisfactory.

(c) On the basis of our examination of records, in our opinion, the company has maintained adequate records of inventories and no material discrepancies were noticed on physical verification, which was done by the management.

(iv) In opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the operations.

(v) On the basis of information and explanation given to us, the company has not given or taken interest free loans to Companies, firms and other parties covered in the maintained under section 301 of the Act.

(vi) on the basis of information and explanations given to us , we are of the opinion that the procedure of entering transactions that need to be entered into the Register maintained under Section 301 of the Act have been soentered.

(vii) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits as defined under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under from the public.

(viii) The company does have a formal internal audit systems commensurate to the size and nature of its business

(ix) The maintenance of cost records under sec.209 (1 )(d) has not been prescribed by the Central Govt.for this company.

(x) (a) According to the information and explanations to us and according to the Books and Records as produced and examined by us, in our opinion the undisputed statutory dues including provident funds, investor Education and protection fund,employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other as applicable been regularly deposited by the company during the year.

(xi) The company has not granted any loans and advance on the basis of security by way pledge of shares .debentures and other securities.

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

(xiii) We are informed by the management of the company that the Company has not given any guarantees for loans taken by other from banks or financial institutions, the terms and condtions.whereof.in our opinion .are prime facie.prejudicial to the interest of the company.

(xiv) The Company hasxxA raised money by way of Terms loans during the year expect for reschedulement of facilities as stated above during the year and hence we are not required to comment on its end use of loans availed.

For G. Ramamohan & Co Chartered Accountants Place : Hyderabad (GRAMA MOHANA RAO) Date : 30.08.2009