Auditor Report of Vintron Informatics Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of VINTRON INFORMATICS LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015,

b) In case of Statement of Profit & Loss of the Company for the year ended 31st March 2015 of its Profit for the year,

c) In case of Cash Flow Statement of cash flow of the Company for the year ended on that date.

Emphasis of Matter

a) We draw attention to Note no 26 with respect to valuation of inventories at cost in absence of realisable value of certain items. Impact of diminution in value on financial statements can not be ascertained.

We have not modified our opinion on this matter.

Report on Other Legal and Regulatory Requirements

As required by 'the Companies (Auditor's Report) Order, 2015' ("the order"), issued by the Central Government of India in terms of sub section 11 of Section 143 of the Companies Act, 2013, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and 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, and the Cash Flow Statement dealt with by this Report are in agreement with the 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 the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company disclosed the impact of pending litigations on its financial position in Note No. 23 and 25 to the financial statements.

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

iii. There has been no amount required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO AUDITORS' REPORT

1. a) During the year under audit the Company could not produce the fixed assets records/registers, before us for verification, which as explained to us are under preparation. In view of above we are unable to comment on the matter.

b) As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

2. (a) As informed to us physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion the Company is maintaining proper records of inventory. As informed to us no material discrepancies were noticed on physical verification. As explained to us the discrepancies noticed have been properly dealt with in the books of account.

3. During the year the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section189 of the Companies Act, 2013.

4. In our opinion there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. There is no continuing failure which needs to be corrected in internal control system of the Company.

5. According to the information and explanations given to us the Company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. In respect of business activities of the Company, maintenance of cost records has not been specified by the Central Government under sub-section (l) of section 148 of the Companies Act, 2013 read with rules framed thereunder.

7. a) As per information and explanations given to us the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and other statutory dues with the appropriate Authorities which were delayed on most of the occasions. However there are no undisputed statutory liabilities lying unpaid as at the year-end for a period of more than six months from the date they become payable.

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs. in lacs) THE CASE IS PENDING

Customs Act 606.47 Hon'ble Calcutta High Court 3.98 Commissioner of Customs (Exports)

Sales Tax Demand 86.70 Commissioner/Appellate Tribunals

(c) No amount were required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The accumulated losses of the Company as at the end of the financial year have not exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

9. During the year the Company has not borrowed any loan/funds from bank or/and financial institution. Also the Company has not issued any debentures.

10. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. As informed to us the terms loans obtained by the Company have been applied for the purpose for which the same have been obtained.

12. Based upon the audit procedures and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2015.

For O. P. BAGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. No. 000018N



Sd/- (RAKESH KUMAR) PLACE : NEW DELHI PARTNER DATED : 30/05/2015 Membership No. 087537

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Mar 31, 2014

1. We have audited the accompanying financial statements of VINTRON INFORMATICS LIMITED (the "Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 notified under the Companies Act, 1956 of India (the "Act"), read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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

Auditors'' Responsibility

3. 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 and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March 31,2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS'' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014

1. a) During the year under audit the Company could not produce the fixed assets records/registers, before us for verification, which as explained to us are under preparation. In view of above we are unable to comment on the matter.

b) As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

c) During the year the Company has not disposed off any fixed assets hence clause 4 (i) (c) of the Order is not applicable.

2. a) As explained to us physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials lying at the factory premises of the Company.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of these stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion the Company is maintaining proper records of inventories. As explained to us the discrepancies noticed on such verification between the physical stocks and book records were not significant and the same has been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted/obtained any loans, secured or unsecured to/from Companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, relevant part of the paragraphs 4 (iii) (a) to (g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and goods and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the underlying internal controls.

5. According to the information and explanation given to us the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section and in our opinion the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion and according to the information and explanations given to us, the Company has to strengthen its internal audit system which though conducted but is not in commensurate with its size and nature of its business.

8. As explained to us maintenance of cost records have been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the company and we have been explained that such records have been made and maintained by the company for the year under audit.

9. a) As per information and explanations given to us the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and other statutory dues with the appropriate Authorities which were delayed on most of the occasions. However there are no undisputed statutory liabilities lying unpaid as at the year-end for a period of more than six months from the date they become payable

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein.

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs. in Lacs) THE CASE IS PENDING

Customs Act 606.47 Hon''ble Calcutta High Court 3.98 Commissioner of Customs (Exports)

Sales Tax Demand 86.70 Commissioner/Appellate Tribunals

ESI Demand 44.15 Hon''ble High Court, Delhi

10. The accumulated losses of the Company as at the end of the financial year have exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to information and explanations given to us the Company has not given any guarantees for loans taken by others from Banks/Financial Institutions.

12. According to the information and explanations given to us the term loans taken by the Company were applied for the purposes for which the loans were obtained.

13. According to the information and explanations given to us the funds raised on short-term basis have not been utilized for long-term investment.

14. According to the information and explanations given to us the Company has not made any preferential allotment of shares during the year.

15. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March 2014.

16. Other clauses namely 4 (xi) to (xiv), (xix) and (xx) of the order are not applicable to the Company for the year under report.

For O. P. BAGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 000018N

Sd/- (RAKESH KUMAR) PLACE: NEW DELHI PARTNER DATED: 30/05/2014 Membership No. 87537

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of VINTRON INFORMATICS LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

i in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013; ii. in the case of the statement of profit and loss, of the PROFIT for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) order 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except provision of employee benefits which is not in line with the provisions of AS-15. However in our opinion the same would not have any material impact on profit for the year;

e. on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is 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 REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS'' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2013

1. a) During the year under audit the Company could not produce the fixed assets records/registers, before us for verification, which as explained to us are under preparation. In view of above we are unable to comment on the matter.

b) As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

c) During the year the Company has not disposed off any fixed assets hence clause 4 (i) (c) of the Order is not applicable.

2 a) As explained to us physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials lying at the factory premises of the Company.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of these stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion the Company is maintaining proper records of inventories. As explained to us the discrepancies noticed on such verification between the physical stocks and book records were not significant and the same has been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted/obtained any loans, secured or unsecured to/from Companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, relevant part of the paragraphs 4 (iii) (a) to (g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and goods and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the underlying internal controls.

5. According to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section and in our opinion the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion and according to the information and explanations given to us, the Company has to strengthen its internal audit system which though conducted but is not in commensurate with its size and nature of its business.

8. As explained to us, maintenance of cost records have been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the company and we have been explained that such records have been made and maintained by the company for the year under audit.

9. a) As per information and explanations given to us, the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and other statutory dues with the appropriate Authorities which were generally delayed on most of the occasions. However there are no undisputed statutory liabilities lying unpaid as at the year-end for a period of more than six months from the date they become payable except VAT tax of Rs. 92,500/-.

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein.

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs. in Lacs) THE CASE IS PENDING

Customs Act 606.47 Hon''ble Calcutta High Court

3.98 Commissioner of Customs (Exports)

Sales Tax Demand 86.70 Commissioner/Appellate Tribunals

Demand under Foreign Exchange Laws 12.00 Hon''ble High Court of Delhi

ESI Demand 44.15 Hon''ble High Court of Delhi

10. The accumulated losses of the Company as at the end of the financial year have exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks/Financial Institutions.

12. According to the information and explanations given to us, the term loans taken by the Company in earlier years were applied for the purposes for which the loans were obtained.

13. According to the information and explanations given to us, the funds raised on short-term basis have not been utilized for long-term investment.

14. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year.

15. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March 2013.

16. Other clauses of the order are not applicable to the Company for the year under report.

For O. P. BAGLA & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 000018N

Sd/-

(RAKESH KUMAR)

PLACE: NEW DELHI PARTNER

DATED: 13/05/2013 Membership No. 87537

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Mar 31, 2012

We have audited the attached Balance Sheet of VINTRON INFORMATICS LIMITED as at 31st March 2012 and the annexed Statement of Profit & Loss and Cash Flow statement for the year ended on that date. 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 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.

1) As required by the Companies (Auditors' Report) Order 2003 as amended by Companies (Auditors' Report)(Amendment) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order so far as applicable to the Company.

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

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

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

d) In our opinion the Balance Sheet, Statement of Profit & Loss and Cash Flow statement comply with the Accounting Standards referred in sub-section 3(c) of section 211 of the Companies Act, 1956 except provision of employee benefits, which is not in line with the provisions of relevant Accounting Standard AS- 15. However, in our opinion the same would not have any material impact during the year.

e) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified from being appointed as Director as at 31st March, 2012 in terms of section 274(1) (g) of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes thereon give the information as required by the Companies Act, 1956 in the manner so required and give 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 31.03.2012. ii) In the case of the Statement of Profit & Loss of the PROFIT for the year ended on that date. iii) In the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2012

1. a) During the year under audit the Company could not produce the fixed assets records/registers, before us for verification, which as explained to us are under preparation. In view of above we are unable to comment on the matter.

b) As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

c) During the year the Company has disposed off fixed assets comprising land and building which were not in use of the Company and was not considered significant for operations of the Company hence clause 4 (i) (c) of the Order is not applicable.

2. a) As explained to us physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials lying at the factory premises of the Company.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of these stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion the Company is maintaining proper records of inventories. As explained to us the discrepancies noticed on such verification between the physical stocks and book records were not significant and the same has been properly dealt with in the books of account.

3. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, relevant part of the paragraphs 4 (iii) (a) to (d) of the order are not applicable.

b) According to the information and explanations given to us, the Company has obtained loan, secured and unsecured, amounting to Rs.864.55 Lacs from a Company covered in the register maintained under section 301 of the Companies Act, 1956.

c) According to the information and explanations given to us the terms and conditions of the loan are not prima facie prejudicial to the interest of the Company. Further the loan is a non interest bearing loan.

d) As explained to us the repayment of loan is done as stipulated and there are no irregularities in the same.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and goods and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the underlying internal controls.

5. According to the information and explanation given to us the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section and in our opinion the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion and according to the information and explanations given to us, the Company has to strengthen its internal audit system which though conducted but is not in commensurate with its size and nature of its business.

8. As explained to us maintenance of cost records have not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the Company.

9. a) As per information and explanations given to us the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and other statutory dues with the appropriate Authorities which were generally delayed on most of the occasions. However there are no undisputed statutory liabilities lying unpaid as at the year end for a period of more than six months from the date they become payable.

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein.

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs. in Lacs) THE CASE IS PENDING

Customs Act 606.47 Hon'ble Calcutta High Court 3.98 Commissioner of Customs (Exports)

Sales Tax Demand 86.70 Commissioner/Appellate Tribunals

Demand under Foreign Exchange Laws 12.00 Hon'ble High Court of Delhi

ESI Demand 44.15 Hon'ble High Court of Delhi

10. The accumulated losses of the Company as at the end of the financial year have exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks/Financial Institutions.

12. According to the information and explanations given to us, the term loans taken by the Company in earlier years were applied for the purposes for which the loans were obtained.

13. According to the information and explanations given to us, the funds raised on short-term basis have not been utilized for long-term investment.

14. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year.

15. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March 2012.

16. Other clauses of the order are not applicable to the Company for the year under report.

For O. P. BAGLA & CO.

CHARTERED ACCOUNTANTS

Sd/-

RAKESH KUMAR

PARTNER PLACE: NEW DELHI Membership No. 87537

DATED: 29/05/2012 FIRM REGN. NO. 000018N

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Mar 31, 2011

We have audited the attached Balance Sheet of VINTRON INFORMATICS LIMITED as at 31st March 2011 and the annexed Profit & Loss Account and Cash Flow statement for the year ended on that date. 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 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.

1) As required by the Companies (Auditors' Report) Order 2003 as amended by Companies (Auditors' Report)(Amendment) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order so far as applicable to the Company.

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

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

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

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the Accounting Standards referred in sub-section 3(c) of section 211 of the Companies Act, 1956 except provision of employee benefits, which is not in line with the provisions of relevant Accounting Standard AS-15. However, in our opinion the same would not have any material impact during the year.

e) On the basis of written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified from being appointed as Director as at 31st March, 2011 in terms of section 274(1) (g) of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes thereon in Schedule – 17 give the information as required by the Companies Act, 1956 in the manner so required and give 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 31.03.2011.

ii) In the case of the Profit & Loss Account of the PROFIT for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2011

1.a) During the year under audit the Company could not produce the fixed assets records/registers, before us for verification, which as explained to us are under preparation. In view of above we are unable to comment on the matter.

b)As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

c) During the year the Company has not disposed off any fixed assets hence clause 4 (i) (c) of the Order is not applicable.

2.a) As explained to us physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials lying at the factory premises of the Company.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of these stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion the Company is maintaining proper records of inventories. As explained to us the discrepancies noticed on such verification between the physical stocks and book records were not significant and the same has been properly dealt with in the books of account.

3.According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, relevant part of the paragraphs 4 (iii) (a) to (d) of the order are not applicable.

4.a) According to the information and explanations given to us, the Company has obtained loan, secured and unsecured, amounting to Rs.684.65 Lacs from a Company covered in the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us the terms and conditions of the loan are not prima facie prejudicial to the interest of the Company. Further the loan is a non interest bearing loan.

c) As explained to us the repayment of loan is done as stipulated and there are no irregularities in the same.

5.In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and goods and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the underlying internal controls.

6.In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7.In our opinion and according to the information and explanations given to us, the Company has to strengthen its internal audit system which though conducted but is not in commensurate with its size and nature of its business.

8.a) As per information and explanations given to us the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and other statutory dues with the appropriate Authorities which were marginally delayed on some occasions. However there are no undisputed statutory liabilities lying unpaid as at the year end for a period of more than six months from the date they become payable.

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein.

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs. in Lacs) THE CASE IS PENDING

Customs Act 606.47 Hon'ble Calcutta High 3.98 Court Commissioner of Customs (Exports)

Sales Tax Demand 95.18 Commissioner/Appellate Tribunals

Demand under 12.00 Appellate Tribunals for Foreign Exchange Foreign Exchange Laws

ESI Demand 44.15 Senior Civil Judge, Saket Court, New Delhi

9.The accumulated losses of the Company as at the end of the financial year have exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

10.According to information and explanations given to us the Company has not given any guarantees for loans taken by others from Banks/Financial Institutions.

11.According to the information and explanations given to us the term loans taken by the Company in earlier years were applied for the purposes for which the loans were obtained.

12.According to the information and explanations given to us the funds raised on short-term basis have not been utilized for long-term investment.

13.According to the information and explanations given to us the Company has not made any preferential allotment of shares during the year.

14.Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2011.

15.Other clauses of the order are not applicable to the Company for the year under report.

For O. P. BAGLA & CO.

CHARTERED ACCOUNTANTS

Sd/-

RAKESH KUMAR

PARTNER Membership No. 87537 FIRM REGN. NO. 000018N

PLACE: NEW DELHI DATED: 27/05/2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of VINTRON INFORMATICS LIMITED as at 31st March 2010 and the annexed Profit & Loss Account and Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

1) As required by the Companies (Auditors Report) Order 2003 as amended by Companies (Auditors Report)(Amendment) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order so far as applicable to the Company.

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that :- a) We have obtained all the information and explanations, which to the best of our knowledge and belief were

necessary for the purpose of our audit.

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

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

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the Accounting Standards referred in sub-section 3(c) of section 211 of the Companies Act, 1956.

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 of the Company is disqualified from being appointed as Director as at 31st March, 2010 in terms of section 274(1) (g) of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes thereon in Schedule-18 give the information as required by the Companies Act 1956 in the manner so required and give 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 31.03.2010. ii) In the case of the Profit & Loss Account of the PROFIT for the year ended on that date. iii) In the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010

1. a) During the year under audit the Company could not produce the fixed assets records/registers, before us

for verification, which as explained has been maintained to show full particulars including quantitative details and situation of fixed assets. In view of above we are unable to comment on the matter.

b) As explained to us, major fixed assets have been physically verified by the management during the year. We have been informed that the discrepancies noticed on such verification as compared to book record were not material and have been properly dealt with in the books of account. In our opinion the frequency of verification is reasonable.

c) During the year the Company has disposed off fixed assets which were though significant but have no affect on going concern concept of the Company.

2. a) As explained to us physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw materials lying at the factory premises of the Company.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of these stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion the Company is maintaining proper records of inventories. As explained to us the discrepancies noticed on such verification between the physical stocks and book records were not significant and the same has been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, relevant part of the paragraphs 4 (iii) (a) to (d) of the order are not applicable.

4. a) According to the information and explanations given to us, the Company has obtained loan, secured and unsecured, amounting to Rs. 6.90 crores from a Company covered in the register maintained under section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us the terms and conditions of the loan are not prima facie prejudicial to the interest of the Company. Further the loan is a non interest bearing loan.

c) As explained to us the repayment of loan is done as stipulated and there are no irregularities in the same.

5. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and goods and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the underlying internal controls.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion and according to the information and explanations given to us, the Company has to strengthen its internal audit system which though conducted but is not in commensurate with its size and nature of its business.

8. a) As per information and explanations given to us the Company has been depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, and Investors Education and Protection Fund and other statutory dues with the appropriate Authorities which were marginally delayed on some occasion. However there are no undisputed statutory liabilities lying unpaid as at the year end for a period of more than six months from the date they become payable.

b) We have been informed that following statutory dues have not been deposited on account of disputes and appeals for the same are pending with different forums as mention herein.

NATURE OF DEMAND AMOUNT INVOLVED FORUM BEFORE WHICH (Rs.) THE CASE IS PENDING

Customs Act 6,06,47,000 Honble Calcutta High Court 3,98,233 Commissioner of Customs (Exports)

Sales Tax Demand 95,18,000 Commissioner/Appellate Tribunals

Demand under Foreign Exchange Laws 12,00,000 Honble Delhi High Court

ESI Demand 44,15,044 Honble Delhi High Court



9. The accumulated losses of the Company as at the end of the financial year have exceeded 50% of its net worth. The Company has not incurred cash losses in the financial year under audit. However it has incurred cash loss in the immediately preceding financial year.

10. According to information and explanations given to us the Company has not given any guarantees for loans taken by others from Banks/Financial Institutions.

11. According to the information and explanations given to us the term loans taken by the Company in earlier years were applied for the purposes for which the loans were obtained.

12. According to the information and explanations given to us the funds raised on short-term basis have not been utilized for long-term investment.

13. According to the information and explanations given to us the Company has made preferential allotment of shares to a Company covered in the register maintained under section 301 of the Act. In our opinion the price at which shares have been issued is not prima facie prejudicial to the interest of the Company.

14. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March 2010.

15. Other clauses of the order are not applicable to the Company for the year under report.

For O. P. BAGLA & CO.

CHARTERED ACCOUNTANTS

Sd/-

RAKESH KUMAR PARTNER

Membership No. 87537 FIRM REGN. NO. 000018N

PLACE : NEW DELHI DATED : 28/05/2010