Auditor Report of TeleCanor Global Ltd.

Sep 30, 2014

1. We have audited the attached Balance Sheet of TELECANOR GLOBAL LIMITED, as at 30th September 2014, the Statement of Profit & Loss and the Cash Flow Statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. My responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the 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 the 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(CARO) issued by the Central Government of India in terms of subsection (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.

4. 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 my 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 cash flow statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 ;

v) On the basis of written representations received from the directors, as on 30th September 2014, and taken on record by the Board of Directors, We report that none of the directors are disqualified as on 30th September 2014 from being appointed as director in terms of clause (g) of Subsection 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 read together with accounting policies and other notes attached thereto 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 30th September 2014.

b) In the case of the Statement of Profit and Loss , of the Loss for the period ended on that date and

c) In the case of the cash flow statement, of the cash flows of the company or the period ended on that date.

RE. TELECANOR GLOBAL LIMITED Annexure to Audit Report

Referred to in paragraph 3 of our report of even date

(i) a. The company has maintained records showing full particulars including quantitative details of situation of fixed assets.

b. The fixed assets were physically verified by the management during the year, and discrepancies noticed on such verification have been properly dealt with in the accounts.

c. Depreciation is provided on a straight line basis applying the rates specified in Schedule XIV to the Companies Act, 1956 except the following where the management has decided to put the following fixed assets held for sale

(ii) a. The management of the company has conducted physical verification of its inventories adequately during the year.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The company, as per the information and explanations provided, has not accepted or taken loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, and hence the matters regarding rate of interest, terms & conditions of loans, repayments and overdue amounts more than Rs. 1 Lakh are not applicable.

(iv) In our opinion and according to the information and explanations given to us, apart from certain procedures that need strengthening on an ongoing basis, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of my audit, no major weakness has been noticed in internal controls.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to section 301 that needed to be entered in the Register maintained under the said section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time. There are no such transactions.

(vi) The company has not accepted deposits from the public and hence the provisions of Section 58 A of the Companies Act, 1956 and the rules framed there under are not applicable to the company. In the company''s case, no order has been passed by the Company Law Board.

(vii) The company has not yet established a formal internal audit system and the company functions with a detailed review of transactions by its audit committee, which is commensurate with the size and nature of its present business.

(viii) As per the information provided by the Management, that the Company is not covered by the rules made by the Central Government for the maintenance of cost records under Sec 209 (l)(d) of the Companies Act, 1956.

(ix) According to the information and explanations given to us in respect of statutory dues the details are as follows:

Details of undisputed dues to various statutory authorities are as follows:

CST payable Rs. 2,27,324/-

FBT payable Rs. 75,000/-

IT Payable Rs. 1, 23,14,271/-

TDS Payable Rs. 30,24,762/-

Service Tax Payable Rs. 54,73,603/-

VAT Payable Rs. 16,74,815/-

We are informed that the company has no liability towards gratuity and that the provisions of the Provident Fund & ESI Act are not applicable to it.

In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash loss during the period ended 30th September 2014 (12 months).

(x) In our opinion and according to the information and explanations given to us, the company has dues and has defaulted in repayment to financial institution, bank or debenture holders with respect to interest and installments. The Company has defaulted with respect to repayment of Term Loan installments and interest on Overdraft availed from Dhana Lakshmi bank and as per the communication received, the bank has initiated legal proceedings for recovery of loan at Debt Recovery Tribunal (DRT).

(xi) In our opinion, and according to the information and explanations given to us that the company has been granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities against 7,00,000 shares pledged with Dhana Lakshmi bank ltd

(xii) In our opinion, the company is not a chit fund or a nidhi, mutual benefit, fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (auditor''s Report) Order, 2003 are not applicable to the Company.

(xiii) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xv) In our opinion and according to the information provided and explanations given that the company has taken term loans and were applied by the company for the purpose for which they were obtained.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company. We report that the no funds raised on short term basis have been used for long-term assets except permanent working capital.

(xviii)The receivables (debtors) amounting Rs. 6, 28, 19,027/- are outstanding since 2 years. The management has informed us they are making follow up efforts in this regard. However we observe that no effective legal action has been initiated.

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year under audit or any period prior to it.

(xx) According to the information given that the company has not made any public issue during the year. Hence this clause 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 course of my audit.

For MIS. COPAL & RAJAN CHARTERED ACCOUNTANTS Firm Registration No.000953S

K.GOUTHAM SUBBAIAH PARTNER Membership No.203237

Place: Hyderabad

Date: 24-12-2014

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Sep 30, 2013

1. We have audited the attached Balance Sheet of TELECANOR GLOBAL LIMITED, as at 30th September 2013, the Statement of Profit & Loss and the Cash Flow Statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. My responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the 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 the 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(CARO) issued by the Central Government of India in terms of subsection (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.

4. 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 my 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 cash flow statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 ;

v) On the basis of written representations received from the directors, as on 30 September 2013, and taken on record by the Board of Directors, We report that none of the directors are disqualified as on 30 September 2013 from being appointed as director in terms of clause (g) of Subsection 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, they said accounts read together with accounting policies and other notes attached thereto 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 30 September 2013.

b) In the case of the Statement of Profit and Loss, of the Loss for the period ended on that date and

c) In the case of the cash flow statement, of the cash flows of the company or the period ended on that date.

Annexure to Audit Report

Referred to in paragraph 3 of our report of even date.

(i) a. The company has maintained records showing full particulars including quantitative details of situation of fixed assets.

b. The fixed assets were physically verified by the management during the year, and discrepancies noticed on such verification have been properly dealt with in the accounts.

c. During the year, the company has disposed/written down Fixed assets to the tune of Rs. 26,80,882/ - (Gross Value) as the installments to the finance company was not paid and the vehicle was sold by the finance company. Based on communication received from the finance company the liability was accounted in the books of the company.

(ii) a. The management of the company has conducted physical verification of its inventories adequately during the year.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The company, as per the information and explanations provided, has not accepted or taken loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, and hence the matters regarding rate of interest, terms & conditions of loans, repayments and overdue amounts more than Rs. 1 Lakh are not applicable.

(iv) In our opinion and according to the information and explanations given to us, apart from certain procedures that need strengthening on an ongoing basis, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of my audit, no major weakness has been noticed in internal controls.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to section 301 that needed to be entered in the Register maintained under the said section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time. There are no such transactions.

(vi) The company has not accepted deposits from the public and hence the provisions of Section 58 A of the Companies Act, 1956 and the rules framed there under are not applicable to the company. In the company''s case, no order has been passed by the Company Law Board.

(vii) The company has not yet established a formal internal audit system and the company functions with a detailed review of transactions by its audit committee, which is commensurate with the size and nature of its present business.

(vii) As per the information provided by the Management, that the Company is not covered by the rules made by the Central Government for the maintenance of cost records under Sec 209 (l)(d) of the Companies Act, 1956.

(viii) According to the information and explanations given to us in respect of statutory dues the details are as follows:

Details of undisputed dues to various statutory authorities are as follows:

CST payable Rs. 2,27,324/-

FBT payable Rs. 75,000/-

IT Payable Rs. 1,23,14,271 /-

TDS Payable Rs. 25,63,322/-

Service Tax Payable Rs. 54,73,603/-

VAT Payable Rs. 16,74,815/-

We are informed that the company has no liability towards gratuity and that the provisions of the Provident Fund & ESI Act are not applicable to it.

In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash loss during the period ended 30th September 2013 (15 months).

(xi) In our opinion and according to the information and explanations given to us, the company has dues and has defaulted in repayment to financial institution, bank or debenture holders with respect to interest and installments. The Company has defaulted with respect to repayment of Term Loan installments and interest on Overdraft availed from Dhanalakshmi bank and as per the communication received from Dhanalakshmi bank , the bank has initiated legal proceedings for recovery of loan at Debt Recovery Tribunal (DRT).

(x) In our opinion, and according to the information and explanations given to us that the company has been granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities against 7,00,000 shares pledged with dhanalakshmi bank ltd

(xiii) In our opinion, the company is not a chit fund or a nidhi, mutual benefit, fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information provided and explanations given that the company has taken term loans and were applied by the company for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, We report that the no funds raised on short term basis have been used for long-term assets except permanent working capital.

(xviii) According to information and explanation received the company has paid an amount of Rs. 16,89,000/- to Vimal S shah towards settlement of a dispute with him. Mr. Vimal S Shah had lodged an FIR on Company and its directors and has claimed compensation on several accounts including delay in listing of shares and dematerialization of the same

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year under audit or any period prior to it.

(xviii) According to the information given that the company has not made any public issue during the year. Hence this clause 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 course of my audit.

For M/S. GOPAL & RAJAN

CHARTERED ACCOUNTANTS

Firm Registration NO.000953S



K.GOUTHAM SUBBAIAH

Place Hyderabad PARTNER

Date : 6-12-2013 Membership No.203237

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Mar 31, 2010

1. I have audited the attached Balance Sheet of TELECANOR GLOBAL LIMITED, as at March 31,2010, the Profit & Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on these financial statements based on my audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956,1 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

i) I have obtained all the information and explanations, which to the best of my knowledge and belief was necessary for the purposes of my audit;

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

iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv) In my opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on March 31,2010, 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 as director in terms of clause (g) of Subsection 1 of section 274 of the Companies Act, 1956

vi) In my opinion and to the best of my information and according to the explanations given to me, the said accounts read together with accounting policies and other notes attached thereto 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 31 st March, 2010

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

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

RE. TELECANOR GLOBAL LIMITED Annexure to Audit Report Referred to in paragraph 3 of our report of even date.

(i) a. The company has maintained records showing full particulars including quantitative details of situation of fixed assets.

b. The fixed assets were physically verified by the management during the year, and discrepancies noticed on such verification have been properly dealt with in the accounts.

c. During the year, the company has not disposed/written down any fixed assets.

(ii) a. The management of the company has conducted physical verification of its inventories adequately during the year.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The company, as per the information and explanations provided, has not accepted or taken loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, and hence the matters regarding rate of interest, terms & conditions of loans, repayments and overdue amounts more than Rs. 1 Lakh are not applicable.

(iv) In my opinion and according to the information and explanations given to me, apart from certain procedures that need strengthening on an ongoing basis, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of my audit, no major weakness has been noticed in internal controls.

(v) a. According to the information and explanations given to me, I am of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

b. In my opinion and according to the information and explanations given to me, the transactions, if any, 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 prevailing market prices at the relevant time. There are no such transactions.

(vi) The company has not accepted deposits from the public and hence the provisions of Section 5 8 A

of the Companies Act, 1956 and the rules framed there under are not applicable to the company. In the companys case, no order has been passed by the Company Law Board.

(vii) The company has not yet established a formal internal audit system and the company functions with a detailed review of transactions by its audit committee, which is commensurate with the size and nature of its present business.

(viii) As per the information provided by the Management, that the Company is not covered by the rules made by the Central Government for the maintenance of cost records under Sec 209 (I)(d) of the Companies Act, 1956.

(ix) (a)As per the information provided by the Company, it is generally regular in depositing with the appropriate authorities undisputed statutory dues for Income Tax, Wealth Tax, Sales Tax & other statutory dues applicable to it excepting Rs.3.11 lacs towards income tax, Rs.0.75 lacs towards Fringe Benefit Tax, Rs.3.91 lacs towards TDS for the financial year 2008-09, Rs.7.33 lacs Towards TDS for the financial year 2009-10, Rs. 1.1 lacs towards indirect taxes. We are informed that the company has no liability towards gratuity and that the provisions of the Provident Fund & ESI Act are not applicable to it.

(b) We are informed that there are no dues of sales tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) In my opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash loss during the financial year.

(xi) In my opinion and according to the information and explanations given to me, the company has no amounts due and hence not defaulted in repayment financial institution, bank or debenture holders.

(xii) I am of the opinion, and according to the information and explanations given to me that the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In my opinion, the company is not a chit fund or a nidhi, mutual benefit, fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In my opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In my opinion and according the information provided and explanations given that the company has not taken any term loans during the year under audit.

(xvii) According to the information and explanations given to me and on an overall examination of the balance sheet of the company, I report that the no funds raised on short term basis have been used for long-term assets except permanent working capital.

(xviii) According to the information and explanations given to me, the company has made preferential allotment of shares to parties covered in the register maintained under section 301 to Mr.P.Maruti Ram, Equity Shares of 393500 of Rs. 10/- each at a premium of Rs. 1.80 and Ms.RVijaya Lakshmi Equity Shares of 176500 of Rs.10/- each at a premium of Rs.1.80 as per DIP guidelines and applicable ICDR guidelines. In my opinion, the prices at which share warrants have been issued are not prejudicial to th e interest of the company.

(xix) According to the information and explanations given to me, the company has not issued any debentures during the year under audit or any period prior to it.

(xx) According to the information given that the company has not made any public issue during the year. Hence this clause is not applicable.

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



For VSYAM SUNDER

CHARTERED ACCOUNTANT

V SYAM SUNDER Place: Secunderabad

CHARTERED ACCOUNTANT Dated : 30-06-2010

Membership No. 25979