Auditor Report of Valuemart Info Technologies Ltd.

Mar 31, 2013

Report on the Financial Statements

I have audited the accompanying Financial Statements of VALUEMART INFO TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

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

Auditor''s responsibility

My responsibility is to express an opinion on these Financial Statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

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

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, the state of affairs of the Company as at March 31, 2013

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

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

Emphasis

Without qualifying the financial statements, I state that

i. Note No. 26: Confirmation of balances under Debtors, loans and advances and Creditors has not been obtained.

ii. Note No. 31: Statutory payments outstanding for more than 6 months as on March 31, 2013 are as under:

- Professional Tax: Rs. 47,450/- (2007-08 Rs. 9,250/-; 2008-09 Rs. 600/-; 2009-10 Rs. 4,000/-; 2010-11 Rs. 4,800/- and 2011-12 Rs. 6,800/-)

- Income Tax : Rs. 1,36,75,467/- ( 2001-02 Rs. 4,22,351/-; 2007 – 08 Rs.

16,50,000/-2008-09 Rs. 8,45,000/-; 2009-10 Rs. 28,97,015/-; 2010-11 Rs. 6,661,101/- and 2011-12 Rs. 28,00,000/-)

Report on other Legal and Regulatory Requirements

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

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

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

b) 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.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

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

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

In terms of information and explanations given to me and the books and records examined by me in the normal course of audit and to the best of my knowledge and belief, I state as under:-

I. FIXED ASSETS:

- The Company has maintained records showing particulars including quantitative details and situation of Fixed Assets.

- According to the information and explanation given to me, the fixed assets have been physically verified by the Management in a phased and periodical manner. However having regard to the size of the Company and nature of assets, the periodicity requires to be increased. As explained to me, no discrepancies are noticed on such verification.

- According to the information and explanation given to me and as per books of account, no substantial part of fixed assets have been disposed-off during the year, which will affect its status as a going concern.

II. INVENTORY:

The Company deals mainly in Computer Software Development and allied services and does not carry any inventory.

III. LOANS WITH RELATED PARTIES:

- The Company has not taken loans, secured or unsecured, from Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

- The Company has not granted any loans to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

IV. INTERNAL CONTROL:

In my opinion and according to the information and explanations given to me, the system of internal control is generally adequate, but requires improvement. However, considering the size of the Company and the nature of its business, the internal control system needs to be strengthened and enlarged.

V. RELATED PARTY TRANSACTION:

- According to the information and explanation given to me, I am of the opinion that the transactions made in pursuance of contracts or arrangements that needs to be entered into the Register maintained under Section 301 of the Companies Act, 1956 are not applicable to the Company.

- In my opinion and according to the information and explanation given to me, there are no transactions exceeding Rs. 5,00,000/- during financial year in respect of each party made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956.

VI. ACCEPTANCE OF PUBLIC DEPOSITS:

According to the information and explanation given to me, the Company has not accepted deposits from the public during the year.

VII. INTERNAL AUDIT:

The Company has established an Internal Audit System to cover major and critical areas of its operations. However, the same needs to be strengthened.

VIII. MAINTENANCE OF COST RECORDS:

As explained by the Management, the Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for the Company.

IX. STATUTORY PAYMENTS:

- According to the records of the Company and explanations given to me, there are no Employees for coverage under Provident Fund dues and Employees State Insurance.

- According to information and explanations given to me, undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Excise duty, Customs duty as at 31.03.2012 for a period of more than six months from the date they became payable are as under:

Professional Tax. Rs. 47,450/- Income Tax Rs. 1,36,75,467/-

- According to information and explanations given to me, the Company does not have any dispute during the year in respect of Income Tax, Wealth Tax, Sales Tax, Excise duty, Customs duty etc.

X. POTENTIALLY SICK COMPANY:

The Company is not a sick Company.

XI. DEFAULT IN REPAYMENT OF DUES:

In my opinion and according to the information and explanations given to me, the Company has not availed any loan from any financial institutions or banks and hence, comments on defaults, if any does not arise. The Company has not issued any debentures during the year.

XII. MAINTENANCE OF DOCUMENTS AND RECORDS OF LOANS AND ADVANCES ON THE BASIS OF SECURITY:

The Company has not granted any loan or advance during the year on the basis of security by way of security, pledge of shares, debentures and other securities.

XIII. CHIT FUND, NIDHI OR OTHER COMPANIES:

The Company is not a chit fund or Nidhi mutual benefit fund / society.

XIV. DEALING WITH SECURITIES:

The Company is not dealing with or trading in shares, securities, debentures and other investments.

XV. GUARANTEE GIVEN:

According to information and explanation given to me, the Company has not given guarantee for loans taken by others from banks or financial institutions.

XVI. UTILISATION OF TERM LOAN:

The Company has no term loans outstanding against it.

XVII. UTILISATION OF LONG-TERM FUNDS FOR SHORT-TERM INVESTMENT AND VICE VERSA:

According to the information and explanation given to me and on an overall examination of the Balance Sheet of the Company, I report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used for short-term investment.

XVIII. PREFERENTIAL ALLOTMENT:

No Preferential Allotment was made during the year under review.

XIX. CREATION OF SECURITY ON DEBENTURE ISSUE:

According to the information and explanation given to me, the Company has not issued debentures during the year.

XX. UTILISATION OF MONEY RAISED ON PUBLIC ISSUE:

The Company has not raised money by public issue during the year.

XXI. FRAUD NOTICED OR REPORTED:

According to information and explanation given to me and on the basis of test checks carried out in accordance with the generally accepted auditing procedure, no fraud on or by the Company has been noticed or reported during the course of our audit.

V. Sreenivasan

Place: Bangalore Chartered Accountant

Date : September 02, 2013 Membership No. 027386