Auditor Report of VirtualSoft Systems Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of VirtualSoft Systems Limited('the Company') which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the 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

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 financialstatements 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matter described in the Basis for Qualified Opinion paragraph,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 Indiaof the state of affairs of the Company as at 31 March 2015 and its loss and its 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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

b. in our opinion proper books of 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. except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164 (2) of the Act; and

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:

a. the Company does not have any pending litigations which would impact its financial position in its financial statements .

b. The Company does not have any long term contracts including derivate contracts for which there would be any material foreseeable losses in future therefore no provision under the applicable law or accounting standard is required.]

c. Following are the instances of delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company :

Year Amount(Rs)

1997-1998 43850

1996-1997 27390

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT (Referred to our report of even date)

i) In respect of its fixed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company has not maintained Fixed Assets Register showing necessary particulars.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. However we were not provided with any records. In our opinion, we are unable to comment on the frequency of physical verification having regard to the size of the Company and the nature of assets.

ii) In respect of its inventories:

(a) The clause related to inventory is not applicable as there is no inventory held by the company.

iii) The Company has granted unsecured loans and advances amounting to Rs 41,11,611to Companies,firms or other parties covered in the register maintained under section 189 of the Companies Act and according to the information and explanation given to us:-

(a) No Interest is charge on the and there is no fixed repayment schedule.

(b) The overdue amount is more than Rs 100000/ - and we cannot comment whether reasonable steps have been taken by the Company for the recovery of the said amount.

iv) In our opinion and according to the information and explanations given to us, the internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services are proper.

v) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the directives issued by the Reserve Bank of India and provisions of section 73 to 76 or any other relevant provision provisions of the Companies Act are not applicable.

vi) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

vii) (a)According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company isnot regular in depositing undisputed statutory dues.

Following are the instances of arrears of outstanding statutory dues as on the last day of financial year concerned for a period of more than 6 months from the date they became payable :-

S.No Particulars Amount

1 TDS 2,48,289/-

2. Service Tax 6,23,226/-

According to the records of the company, there are no dues of sale tax, VAT, income tax, custom duty, wealth tax which have not been deposited on account of any dispute.

As explained to us, the provisions of Employees' State Insurance Act, 1948, are not applicable to the Company.

(b) According to the records of company the company has not transferred any sum to investor education and protection fund in accordance with the relevant provisions of Companies Act 1956 and Rules made thereunder.

viii) In our opinion the accumulated losses of the company amounting to Rs 14.81Crore ismore than 50% of its net worth Rs. (-) 4.51 Crore. The company has a cash loss of Rs. 41,93,057/- in the current yearand there was no cash loss in the preceding year.

ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

x) According to the information and explanations given by the management, the company has not given any guarantee for loans taken by others from bank or financial institution.

xi) According to the records of the company, the company has applied the term loans for the purpose for which the loans were obtained.

xii) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For Nath Ahuja & Co. Chartered Accountants Firm's registration number: 001083N

Narinder Nath Ahuja Proprietor Membership No. 80178

New Delhi 30th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of VirtualSoft Systems Limited (''the Company'') which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

As discussed in Note No. 38 under "Other Explanatory Notes", relating to the application on Reverse Charge Mechanism of Section 66A of the Finance Act, 1994, the liability of Service Tax has been understated to the extent of Rs. 10,74,342/- on telecommunication services which Rs. 10,74,342/- is available for credit on Input Basis.

Also, As per Section 180(1) of the Companies Act, 2013 which states that, "The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company''s bankers in the ordinary course of business/The Company''s records indicate that the Company has violated the above mentioned provisions.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matter described in the Basis for Qualified Opinion paragraph, 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 31 March 2014;

(ii). in the case of the statement of profit and loss, of the loss 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 ("the Order"), as amended, 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. except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT (Referred to our report of even date)

i) In respect of its fixed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. However we were not provided with any records. In our opinion, we are unable to comment on the frequency of physical verification having regard to the size of the Company and the nature of assets.

(c) The Company has not disposed off any fixed assets which are substantial, and therefore does not affect going concern.

ii) In respect of its inventories:

(a) As informed and represented to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) In respect of unsecured loans granted/received by the company, the details are not covered in the register under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(a) The Company has not given any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken Unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Act. At the year end, an amount outstanding against the loan taken from the above mentioned parties aggregated to Rs. 1,29,654,961/-(Rupees Twelve Crore Ninty Six Lakh Fifty Four Thousand Nine Hundred and Sixty One). The maximum balance outstanding during the year was Rs. 1,29,654,961/-(Rupees Twelve Crore Ninty Six Lakh Fifty Four Thousand Nine Hundred and Sixty One). In our opinion, having regard to the long term involvement with the above mentioned company and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company. Unsecured Loans from parties amounting to Rs. 12,04,76,071/- carries interest @ 12% p.a. and no Interest is charged on Loan amounting to Rs. 91,78,890/-. The payment of Interest and Principal amount is irregular.

iv) In our opinion and according to the information and explanations given to us, the internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services are weak.

v) In our opinion and according to the information and explanations given to us, register under section 301 have not been presented, therefore we cannot comment on the transactions entered therein.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4 (vi) of the said order are not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company have Internal Audit System commensurate with the size and nature of its business.

viii) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, in respect of the products manufactured by the company.

ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is not regular in depositing statutory dues including Provident Fund, Service Tax, and Income Tax with appropriate authorities. As explained to us, the provisions of Employees'' State Insurance Act, 1948, are not applicable to the Company.

According to the information and explanations given to us, there was no undisputed amounts payable as at 31st March, 2014 for a period of more than six month from the date they became payable except for Service Tax amounting to Rs. 49,377/-, Tax deducted at Source amounting to Rs. 3,19,511/- and Provident Fund amounting to Rs. 9,996/-.

(b) According to the records of the company, there are no dues of sale tax, income tax, custom duty, wealth tax which have not been deposited on account of any dispute.

x) In our opinion the accumulated losses of the Company amounting to Rs 14.41 Crore more than its net worth Rs. (-) 4.11 Crore. The company has a cash loss of Rs. 1.68 Crore in the current year and Rs. 3.09 Crore of the preceding year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

xv) According to the information and explanations given by the management, the company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) According to the records of the company, the company has not obtained any term loans during the year.

vii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital.

xviii) According to the information and explanations given to us, the company has made any preferential allotment of shares during the year.

xix) The company has no outstanding debentures as at the year end.

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

xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For Nath Ahuja & Co. Chartered Accountants Firm''s registration number: 001083N

Narinder Nath Ahuja Proprietor Membership No. 80178

New Delhi 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Virtual soft Systems Limited (the Company'') which comprise the balance sheet as at 31 March 2013, the statement of proft and loss and the cash fow statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial 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 31 March 2013;

(ii). in the case of the statement of proft and loss, of the loss for the year ended on that date; and

(iii). in the case of the cash fow statement, of the cash fows 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 ("the Order"), as amended, 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 specifed 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 Proft 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 Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to our report of even date)

i) In respect of its fxed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fxed assets.

(b) As explained to us, the physical verifcation of fxed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verifcation are properly dealt within the books of accounts. In our opinion, the frequency of physical verifcation is reasonable having regard to the size of the Company and the nature of assets.

(c) The Company has not disposed off any fxed assets which are substantial, and therefore does not affect going concern.

ii) In respect of its inventories:

(a) As informed and represented to us, inventories were physically verifed during the year by the management at reasonable intervals.

(b) According to the information and explanation given to us, the procedures of physical verifcation of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verifcation.

iii) In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(a) The Company has unsecured loans amounting to Rs 10,10,07,099/- as on 31-03-2013 from directors that are covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, frms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4(iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fxed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4 (vi) of the said order are not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, in respect of the products manufactured by the company.

ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is not regular in depositing statutory dues including Providend Fund, TDS with appropriate authorities. As explained to us, the provisions of Employees'' State Insurance Act, 1948, are not applicable to the Company.

(b) According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2013 for a period of more than six month from the date they became payable except for Tax deducted at Source amounting to Rs: 64,673/- & Providend Fund amounting Rs-21,658/-.

(c) According to the records of the company, there are no dues of sale tax, income tax, custom duty, wealth tax which have not been deposited on account of any dispute.

x) In our opinion the accumulated losses of the company amounting to Rs 1763.83 Lakhs are more than ffty percent of its net worth Rs. -714.07 Lakhs. The company has a loss of Rs. 312.87 lakhs in the current year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to fnancial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Beneft Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

According to the information and explanations given by the management, the company has not given any guarantee for loans taken by others from bank or fnancial institution.

xv) According to the records of the company, the company has not obtained any term loans during the year.

xvi) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to fnance short-term assets except working capital.

xvii) According to the information and explanations given to us, the company has made preferential allotment of shares amounting to Rs. 2.75 crores of Rs 10/- each to parties covered in the register maintained under section 301 of the Act.

xviii) The company has no outstanding debentures as at the year end.

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

xx) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For Nath Ahuja & Co.

Chartered Accountants

FRN No. 001083N

Narinder Nath Ahuja

Place : New Delhi Proprietor

Date : 30 May 2013 M. No: 80178

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Virtualsoft Systems Limited as at March 31, 2012 and also the Profit and Loss Account and the Cash flow statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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 in terms of Section 227 (4A) of the Companies Act, 1956 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 explanation given to us , we have given 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 in paragraph 3 above:

(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 the examination of the books;

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss account read together with the Significant Accounting Policies & Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: -

a) In the case of the balance sheet, of the state of affairs of the company as at 31st March 2012;

b) In the case of the profit and loss account, of the Loss 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR''S REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2012 OF VIRTUAL SOFT SYSTEMS LTD.

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

(b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets.

(c) During the year, in our opinion, a substantial part of the fixed assets has not been disposed off by the company.

2. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) In our opinion, the procedures for physical verification of inventory followed by the Management are reasonable and adequate having regard to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification of inventories as compared to book records

3. (a) There is no party covered in the register maintained under section 301 of the companies Act, 1956 of the Companies Act, 1956 to whom the company has granted loans/Advances.

(b) There are parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans/Advances. The amount involved during the year in the transaction was Rs 2,31,96,877/- and the company has repaid a total amount of Rs. 30,51,000/- towards the loan/ Advances during the year.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods/ services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5 (a) According to the information and explanations given to us, we are 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 entered.

(b) The transactions made in pursuance of contracts or arrangements refer to in section 301 of the Act are, in our opinion at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposit from the public with in the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7 To the best of our knowledge and according to the explanation given to us the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

8 (a) According to the information and explanation given to us, the Company has not been regular in deposit of the provident fund, and TDS during the year with the appropriate authorities. As explained to us, the provisions of Employees'' State Insurance Act, 1948, are not applicable to the Company.

(b) According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six month form the date they became payable except for Tax deducted at source amounting to Rs: 6,01,278/-

(c) According to the information and explanation given to us, 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.

9 In our opinion the accumulated losses of the company amounting to Rs 1462.18 Lakhs are more than fifty percent of its net worth Rs. -687.42 Lakhs. The company has a loss of Rs. 126.32lakhs in the current year.

10 According to the information and explanation given to us the company has not defaulted in repayment of dues to any financial institution/bank.

11 According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12 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.

13 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.

14 In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

15 In our opinion and according to the information and explanation given to us term loan amounting Rs.4,45,000/-have been taken by the company.

16 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 investment. No long-term funds have been used to finance short-term assets except permanent working capital.

17 According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

18 The company has not issued the debentures during the year; question of creating security does not arise.

19 The company has not raised any money by public issues during the period covered in our audit.

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

For Nath Ahuja & Co.

Chartered Accountants

FRN No. 001083N

(N.N. Ahuja)

Place : New Delhi Proprietor

Date : 01/08/2012 M. No: 80178

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Virtualsoft Systems Limited as at March 31, 2010 and also the Profit and Loss Account and the Cash flow statement of the company for the year ended on that date, annexed thereto. 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.

2. We conducted our audit in accordance with - auditing standards generally accepted in India.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the companies (Auditors Report )Amendment Older 2004 issued by the Central Government In terms of Section 227 (4A) of the Companies Act, 1956 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 explanation given to us , we have given 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 in paragraph 3 above:

(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 the examination of the books;

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss account read together with the Significant Accounting Policies & Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: -

a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2010;

b) in the case of the profit and loss account, of the Loss 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.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2010 OF VIRTUAL SOFT SYSTEMS LTD.

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

(b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets.

(c) During the year, in our opinion, a substantial part of the fixed assets has not been disposed off by the company.

2. (a) As the company has not purchased/sold goods during the year nor is there any opening stocks, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinio, i is not applicable.

3. (a) There is no party covered in the register maintained under section 301 of the companies Act, 1956 of the Companies Act, 1956 to whom the company has granted loans/Advances.

(b) There is one party covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans/Advances. The amount involved during the year in the transaction was Rs 36,10,230/- and the company has repaid a total amount of Rs. 70,000/- towards the loan/ Advances during the year.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company is not regular in repaying the principal amounts as stipulated and : has been regular in the payment of interest wherever applicable. The other parties have repaid the principal amounts as stipulated and have been regular in the payment of interest wherever applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5 (a) According to the information and explanations given to us, we are 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 entered.

(b) The transactions made in pursuance of contracts or arrangements refer to in section 301 of the Act are, in our opinion at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposit from the public with in the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7 According to the information and explanation given to us, in our opinion, the internal audit system of the company needs to be strengthened to make it commensurate with the size of the company and the Nature of its business.

8 To the best of our knowledge and according to the explanation given to us the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 (a) According to the information and explanation given to us, the Company has tnot been regularm deposit of the provident fund, and service tax during the year with the appropriate authorities. As explained to us, the provisions of Employees" State Insurance Act, 1948, are not applicable to the Company. -

According to the information and explanations given to us. the following undisputed amounts were outstanding as on 31st March 2010 for a period of more than six months



Particulars Amount (Rs)

Provident Fund 19,980.00



(b) According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, asat31st March,2010foraperiodofmore than six month form the date they became payable except for Tax deducted at source amounting to Rs:93794/-

(c) According to the information and explanation given to us, 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 except Income Tax details are given as under:-



Particulars Forum where matter is pending Amount (Rs.)

Income Tax A.Y 2001-2002 Commissioner of Income Tax

Income Tax A. Y 2002-2003 Commissioner of Income Tax

Income Tax A. Y 2003-2004 Commissioner of Income Tax

Income Tax A. Y 2004-2005 Commissioner of Income Tax

Income Tax A.Y 2007-2008 Commissioner of Income Tax



10 In our opinion the accumulated losses of the company amounting to Rs 1339 Lakhs are more than fitly percent of its net worth Rs. 774.76 Lakhs. The company has incurred cash losses amounting to Rs.29.95 Lakhs during the financial year covered by our audit and Rs 46.08 Lakhs in the immediately preceding financial year.

11 According to the information and explanation given to us the company has not defaulted in repayment of dues to any financial institution/ bank.

12 According to the information anc explanation given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 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 (Auditors Report) Order, 2003 are not applicable to the company.

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

15 In our opinion, the terms and conditions on which the company has given guarantees for

loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

16 In our opinion and according to the information and explanation given to us no term loans have been taken by the company.

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short- term assets except permanent working capital.

18 According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The company has not issued the debentures during the year; question of creating security does not arise.

20 The company has not raised any money by public issues during the period covered in our audit.

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



For Nath Ahuja & Co.

Chartered Accountants

(N.N. Ahuja)

Place : New Delhi Proprietor

Date : 29/05/2010 M. No: 80178

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Virtualsoft Systems Limited as at March 31, 2009 and also the Profit and Loss Account and the Cash flow statement of the company for the year ended on that date, annexed thereto. 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the companies (Auditors Report) Amendment Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 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 explanation given to us, we have given 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 in paragraph 3 above:

(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 the examination of the books;

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

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

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss account read together with the Significant Accounting Policies & Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: -

a) in the case of the balance sheet, of the state of affairs of the company as at March 31, 2009;

b) in the case of the profit and loss account, of the Loss 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.

OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009 OF VIRTUAL SOFT SYSTEMS LTD.

1. (a) The company has maintained proper

records showing full particulars including quantitative details and situation of fixed assets.

(b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No discrepancies were noticed on such verification.

(c) During the year, in our opinion, a substantial part of the fixed assets has not been disposed off by the company.

2. (a) As the company has not purchased /sold goods during the year nor is there any opening stocks, requirement of reporting on physical verification of stocks or maintenance of inventory records ,in our opinion is not applicable.

3. (a) There is one party covered in the register

maintained under section 301 of the Companies Act, 1956 to whom the company has granted the loans. The amount involved during the year in the transaction was 0.90 Lakhs, the recovery of Loans during the year was 1.4 Lakhs and the year end outstanding balance is Rs. 4.98 Lakhs.

(b) There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans/Advances. The amount involved during the year in the transaction was Rs. 37.64 Lakhs and the repayment of Loan/ Advances during the year was Rs. 1.30 Lakhs.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company is not regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable. The other parties have repaid the principal amounts as stipulated and have been regular in the payment of interest wherever applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are 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) The transactions made in pursuance of contracts or arrangements refer to in section 301 of the Act are, in our opinion at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public with in the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. According to the information and explanation given to us, in our opinion, the internal audit system of the company needs to be strengthened to make it commensurate with the size of the company and the Nature of its business.

8. To the best of our knowledge and according to the explanation given to us the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanation given to us, the Company has not been regular in deposit of the provident fund, service tax during the year with the appropriate authorities. As explained to us, the provisions of Employees State Insurance Act, 1948, are not applicable to the Company.

According to the information and explanations given to us, the following undisputed amounts were outstanding as on 31st March 2009 for a period of more than six months:

Particulars Amount (Rs)

Provident Fund 23,390

Service Tax 5,91,915.00

(b) According to the information and explanations given to us, there was no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2009 for a period of more than six month from the date they became payable.

(c) According to the information and explanation given to us, 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 except Income Tax details are given as under:-

Particulars Forum where matter is pending Amount (Rs.)

Income Tax A.Y. 1996-97 ITAT 33,01,402.00

Income Tax A.Y. 1997-98 ITAT 27,31,409.00

Income Tax A.Y. 1998-99 ITAT 37,76,486.00

Total 98,09,297.00

10. In our opinion the accumulated losses of the company amounting to Rs 1301.32 Lakhs are more than fifty percent of its net worth Rs. 774.76 Lakhs. The company has incurred cash losses amounting to Rs 46.08Lakhs during the financial year covered by our audit and Rs. 37.69 Lakhs in the immediately preceding financial year.

11 According to the information and explanation given to us the company has not defaulted in repayment of dues to any financial institution/ bank.

12 According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 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 (Auditors Report) Order, 2003 are not applicable to the company.

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

15 In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

16 In our opinion and according to the information and explanation given to us no term loans have been taken by the company.

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18 According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The company has not issued the debentures during the year, question of creating security does not arise.

20 The company has not raised any money by public issues during the period covered in our audit.

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

For Nath Ahuja & Co. Chartered Accountants (N.N. Ahuja) Place : New Delhi Proprietor

Date : May 21, 2009 M. No: 80178