Auditor Report of Zigma Software Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. ZIGMA SOFTWARE LTD. as at 31st March 2012 and Profit & Loss Account 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 principle 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 (Auditor Report) (Amendment) order 2004 issued by the Central Government of India in terms of Section 227(4A) of the companies Act, 1956 we enclose in the Annexure a statement of the matters specified in Paragraphs 4&5 ofthe said order.

4. Further to our comments in Annexure referred to in paragraph 3 above we report that: -

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

(ii) In our opinion, proper books of account as required by the law have been kept by the company so far as appears from our examination of those books and proper returns certified by the Branch Manager adequate forthe purpose of ouraudit have been received from some ofthe branches which have not been visited by us.

(iii) The Balance Sheet and Statement of Profit and Loss dealt with in this report are in agreement with the Books of Account.

(iv) In our opinion the Balance Sheet and Statement of Profit and Loss ofthe Company dealt with in this report complied with the Accounting Standard referred to in sub Section (3C) of Section 211 ofthe Companies Act, 1956;

(v) As per the information and explanations given to us, none of the Directors of the Company is disqualified from being appointed as a Director under clause (g) of sub-section (i) of section 274 of the Companies Act, 1956;

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with schedules thereon and subject to Significant Accounting Policies and notes on account given in Schedule "24" 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 and

b) In the case of the statement of Profit & Loss account, of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT OF ZIGMA SOFTWARE LIMITED

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regards of the size of the Company and the nature of its fixed assets.

There was no substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2. (a) Physical Verification of Inventory has been conducted by the Management of the Company at a reasonable interval.

(b) The procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company.

(c) The Company maintains proper records of inventory and no material discrepancies were noticed on such physical verification.

3. As informed to us, the Company has not granted any loan, secured or unsecured to/from companies, firms or other parties covered in the registered maintained under Section 301 of the companies Act. 1956 and as such clause (iii) (a) to (iii) (d) are not 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 forthe purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with the aforesaid parties with whom transaction exceeding value of Rupees five laks have been entered into during the financial year are at price which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from public within the meaning of Section 58Aand 58AA or any other provision of the companies Act, 1956.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under Section 209(I) (d) of the Act, 1956 for these types of companies.

9. a) According to the record of the Company, the Company is generally regular in depositing undisputed statutory dues such as Income-tax, sales -tax, wealth tax, customs Duty, Excise Duty, Cess, Service Tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of Income Tax, wealth tax, sales tax, customs duty, excise duty and service tax which were outstanding, at the year end fora period or more than six months from the date they become payable.

10. The Company''s accumulated Loss at the end of the financial year are less than of its net worth. The Company has not incurred cash losses in current year as well as in the immediately preceding financial year.

11. As per books and records maintained by the company and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and others securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt / traded in securities or debentures during the year. In our opinion and according to the information and explanation given to us, proper records have been maintained of the transactions and contracts relating to dealing/tradings in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the company, in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by its associates from bank or financial institutions.

16. There are term loans outstanding as at the end of the year.

17. On the basis of information received from the management and based on our examination of the balance sheet of the Company as at March 31, 2012 we find that the funds raised on a short-term basis have not been used for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds, on or by the company, noticed or reported during the year.

For BIJAN GHOSH & ASSOCIATES

Chartered Accountants

(BIJAN GHOSH)

Proprietor

Membership No. 009491

Firm Regtn. No. 323214E

The 13th day of August, 2012

Kolkata

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. ZIGMA SOFTWARE LTD. as at 31st March 2011 and Profit & Loss Account 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 principle 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 (Auditor Report) (Amendment) order 2004 issued by the Central Government of India in terms of Section 227(4A) of the companies Act, 1956 we enclose in the Annexure a statement of the matters specified in Paragraphs 4 & 5 of the said order.

4. Further to our comments in Annexure referred to in paragraph 3 above we report that: -

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

(ii) In our opinion, proper books of account as required by the law have been kept by the company so far as appears from our examination of those books and proper returns certified by the Branch Manager adequate for the purpose of our audit have been received from some of the branches which have not been visited by us.

(iii) The Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with the Books of Account.

(iv) In our opinion the Balance Sheet and Profit and Loss Account of the Company dealt with in this report complied with the Accounting Standard referred to in sub Section (3C) of Section 211 of the Companies Act, 1956;

(v) As per the information and explanations given to us, none of the Directors of the Company is disqualified from being appointed as a Director under clause (g) of sub-section (i) of section 274 of the Companies Act, 1956;

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with schedules thereon and subject to Significant Accounting Policies and notes on account given in Schedule "M" 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, 2011 and

b) In the case of the Profit & Loss account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF ZIGMA SOFTWARE LIMITED

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regards of the size of the Company and the nature of its fixed assets.

There was no substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2. (a) Physical Verification of Inventory has been conducted by the Management of the Company at a reasonable interval.

(b) The procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company.

(c) The Company maintains proper records of inventory and no material discrepancies were noticed on such physical verification.

3. As informed to us, the Company has not granted any loan, secured or unsecured to/from companies, firms or other parties covered in the registered maintained under Section 301 of the companies Act. 1956 and as such clause (iii) (a) to (iii) (d) are not 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 for the purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with the aforesaid parties with whom transaction exceeding value of Rupees five laks have been entered into during the financial year are at price which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from public within the meaning of Section 58A and 58AA or any other provision of the companies Act, 1956.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act, 1956 for these types of companies.

9 According to the record of the Company, the Company is generally regular in depositing undisputed statutory dues such as Income-tax. sales-tax, wealth tax, customs Duty, Excise Duty, Cess, Service Tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of income Tax, wealth tax, sales tax, customs duty, excise duty and service tax which were outstanding, at the year end for a period or more than six months from the date they become payable.

10. The Company's accumulated Loss at the end of the financial year are less than of its net worth. The Company has not incurred cash losses in current year as well as in the immediately preceding financial year.

11. As per books and records maintained by the company and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and others securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt / traded in securities or debentures during the year. In our opinion and according to the information and explanation given to us, proper records have been maintained of the transactions and contracts relating to dealing/trading in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the company, in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by its associates from bank or financial institutions.

16. There are term loans outstanding as at the end of the year.

17. On the basis of information received from the management and based on our examination of the balance sheet of the Company as.at March 31, 2011 we find that the funds raised on a short-term basis have not been used for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds, on or by the company, noticed or reported during the year.

For BIJAN GHOSH & ASSOCIATES

Chartered Accountants

(BIJAN GHOSH)

Proprietor

Membership No. 009491

Firm Regtn. No. 323214E

The 3rd day of September, 2011

Kolkata

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. ZIGMA SOFTWARE LTD. as at 31st March 2010 and Profit & Loss Account 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 principle 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 (Auditor Report) (Amendment) order 2004 issued by the Central Government of India in terms of Section 227(4A) of the companies Act, 1956 we enclose in the Annexure a statement of the matters specified in Paragraphs 4 & 5 of the said order.

4. Further to our comments in Annexure referred to in paragraph 3 above we report that: -

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

(ii) In our opinion, proper books of account as required by the law have been kept by the company so far as appears from our examination of those books and proper returns certified by the Branch Manager adequate for the purpose of our audit have been received from some of the branches which have not been visited by us.

(iii) The Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with the Books of Account.

(iv) In our opinion the Balance Sheet and Profit and Loss Account of the Company dealt with in this report complied with the Accounting Standard referred to in sub Section (3C) of Section 211 of the Companies Act, 1956;

(v) As per the information and explanations given to us, none of the Directors of the Company is disqualified from being appointed as a Director under clause (g) of sub-section (i) of section 274 of the Companies Act, 1956;

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with schedules thereon and subject to Significant Accounting Policies and notes on account given in Schedule "M" 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 and

b)In the case of the Profit & Loss account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF ZIGMA SOFTWARE LIMITED

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regards of the size of the Company and the nature of its fixed assets.

There was no substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2. (a) Physical Verification of Inventory has been conducted by the Management of the Company at a reasonable interval.

(b) The procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company.

(c) The Company maintains proper records of inventory and no material discrepancies were noticed on such physical verification.

3. As informed to us, the Company has not granted any loan, secured or unsecured to/from companies, firms or other parties covered in the registered maintained under Section 301 of the companies Act. 1956 and as such clause (iii) (a) to (iii) (d) are not 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 for the purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with the aforesaid parties with whom transaction exceeding value of Rupees five laks have been entered into during the financial year are at price which are reasonable having regard to the prevailing market price at the Relevant time.

6. In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from public within the meaning of Section 58A and 58AA or any other provision of the companies Act, 1956.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act, 1956 for these types of companies.

9. a) According to the record of the Company, the Company is generally regular in depositing undisputed statutory dues such as Income-tax, sales-tax, wealth tax, customs Duty, Excise Duty, Cess, Service Tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of Income Tax, wealth tax, sales tax, customs duty, excise duty and service tax which were outstanding, at the year end for a period or more than six months from the date they become payable.

10. The Companys accumulated Loss at the end of the financial year are less than of its net worth. The Company has not incurred cash losses in current year as well as in the immediately preceding financial year.

11. As per books and records maintained by the company and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and others securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt / traded in securities or debentures during the year. In our opinion and according to the information and explanation given to us, proper records have been maintained of the transactions and contracts relating to dealing/tradings in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the company, in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by its associates from bank or financial institutions.

16. There are term loans outstanding as at the end of the year.

17. On the basis of information received from the management and based on our examination of the balance sheet of the Company as at March 31, 2010 we find that the funds raised on a short-term basis have not been used for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds, on or by the company, noticed or reported during the year.



For BIJAN GHOSH & ASSOCIATES Chartered Accountants (BIJAN GHOSH) Proprietor

Membership No. 009491 Firm Regtn. No. 323214E

The 3rd day of September, 2010 Kolkata