Auditor Report of G-Tech Info-Training Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of G-tech Info-Training Limited
("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of
Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended on that date (hereinafter referred to as the
"standalone financial statements"), and a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
("the Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31 2024, and its Profit,
total comprehensive income, its cash flows and the changes in equity for the year ended.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone
Financial Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis and Board''s Report
including Annexures to Board''s Report, but does not include the standalone financial statements
and our auditor''s report thereon. Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance conclusion thereon. In
connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding 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 standalone financial statement that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these standalone financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company''s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor''s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure A". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s report in accordance with the
requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid / provided
by the Company to its director''s during year is in accordance with the provisions of Section 197
of the Act.

h) 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, as amended in our opinion and to
the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements.

II. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.

III. There were no amounts which were required to be transferred, to the Investor Education and

Protection Fund (IEPF) by the Company

IV. (a) The Management has represented that, to the best of its knowledge and belief, other than as

disclosed in notes to accounts, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity (''Intermediaries'') with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Company
(''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (''Funding Parties'') with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our attention that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11 (e) as provided under (a) and (b) above,
contain any material misstatement.

V. The company has not declared or paid any dividend during the year in contravention of the

provisions of section 123 of the Companies Act, 2013.

VI. Based on our examination, which included test checks, the Company has used accounting
Software''s for maintaining its books of account for the financial year ended March 31, 2024,
which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software''s. Further, during our
audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation
of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a
statement on the matters specified in paragraphs 3 and 4 of the Order.

For Tejas Nadkarni & Associates
Chartered Accountants
FRN: 135197W

SD/-

Tejas H Nadkarni
Proprietor

Membership No. 122993
UDIN: 24122993BKEHMM6566

Place: Mumbai
Date: 30^th May, 2024

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Mar 31, 2014

We have audited the accompanying financial statements of G-Tech Info Training 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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.

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order,2003 (''''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;

a. in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. ; and

b. 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 AUDITORS'' REPORT

Referred to in paragraph 1 of our report of even date, on the accounts of G-TECH INFO- TRAINING LIMITED for the year ended 31st March 2014.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company has no having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 and fixed assets and for sale of services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2014 for a period of more than 6 months from the date they became payable

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2014.

(x) The Company has neither accumulated losses as at March 31,2014 nor has it incurred any cash losses during the financial year ended on that date and loss of Rs.12109/-in the immediately preceding financial year ended 31st March''2013.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xviii) 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.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised funds from Public Issue during the year under audit.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the cause of our audit.

For Verma Mehta & Associates Chartered Accountants Sd/-

Mrugen H. Shah

Partner.

Firm Reg No: 112118W Place :Mumbai,

Membership. No: 114770 Date : 28th May, 2014

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Mar 31, 2013

We have audited the accompanying financial statement of G-Tech Info Training Ltd ("the Company") which comprise the Balance Sheet as at 31st March 2013, 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 Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in according with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Company 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 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 Accounts 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 assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the according principles generally accepted in India: (i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013; (ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("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 said order.

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our report of even date, on the accounts of G- TECH INFO- TRAINING LIMITED for the year ended 31st March 2013.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2013 for a period of more than 6 months from the date they became payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2013.

(c) The Company has accumulated losses of Rs. 96,802,987 exceeding more than 50% of its net worth at the end of the financial year 2013. However, the Company has incurred cash loss Rs. 12,109/- during the financial year and a loss of Rs. 25,825/- in the immediately preceding financial year ended 31st March, 2012.

(d) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(e) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

(f) 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.

(g) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(h) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(i) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(j) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(k) 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.

(l) The Company has not issued any debentures during the year.

(m) The Company has not raised funds from Public Issue during the year under audit.

(n) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the cause of our audit.

For AGARWAL DESAI & SHAH

Chartered Accountants FRNo: 124850W

sd/-

(Mrugen H. Shah)

Partner

M. No. : 114770

Place: Mumbai

Date: 28th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of G-TECH INFO-TRAINING LTD as at 31st March 2012, the Profit and Loss Account and also the Cash Flow Statement 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 the 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 (now herein after referred to as the 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:-

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

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

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

d) In our opinion, the Balance Sheet , Profit & Loss Account and Cash Flow Statement deal with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the Accounting principles generally accepted in India :

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

2. In the case of the Profit and Loss Account of the Profit for the year ended on 31st March 2012.

3. In case of the Cash Flow statement of the Cash Flow for the year ended on 31st March 2012.

Referred to in paragraph 3 of our report of even date, on the accounts of G-TECH INFO-TRAINING LIMITED for the year ended 31st March 2012.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sold goods during the year nor is there any opening stock, hence clause (b) & (c) is not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to companies, firms and other parties covered in the registers maintained under section 301 of the Companies Act 1956, therefore, the provisions of clause 4 (3) of the Companies (Auditors Reports) Order 2003 are not applicable to the Company.

(iv) 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 and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us, we are of the opinion that there were no transactions during the year that need to be entered in the Registers maintained under section 301 of the Companies Act 1956.

(vi) The Company has not accepted any deposits from the public within the meaning of provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the Companies (Acceptance of Deposits) rules 1975, therefore, the provisions of clause 4 (vi) of the Companies (Auditors Reports) Order, 2003 are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the business activities of the Company.

(ix) (a) On the basis of our examination of the records of the Company no undisputed amounts payable in respect of Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, and cess were outstanding as at 31st March 2012 for a period of more than 6 months from the date they became payable except Rs.34,448/- TDS.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March, 2012.

(c) The Company has accumulated losses exceeding more than 50% of its net worth at the end of the financial year 2012. However, the Company has incurred cash loss Rs.3,56,00,817/- during the financial year and a profit of Rs. 59,183/- in the immediately preceding financial year ended 31st March 2011.

(d) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(e) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of Companies (Auditors Report) order, 2003 are not applicable to the Company.

(f) 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.

(g) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(h) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(i) According to the records of the Company, the Company has not borrowed any Term Loan; hence comment under the clause is not called for.

(j) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(k) 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.

(l) The Company has not issued any debentures during the year.

(m) The Company has not raised funds from Public Issue during the year under audit.

(n) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the cause of our audit.

For AGARWAL DESAI & SHAH

Chartered Accountants

FRNo: 124850W

sd/-

(Mrugen H Shah)

Partner Place :Mumbai,

M. No: 114770 Date : 28th July, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of G-TECH INFO-TRAINING as at 31st March 2011, the Profit and Loss Account and Cash Flow Statement 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 (now herein after referred to as the 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4. Further subject to our comments in the Annexure referred to in paragraph 1 above we report that:-

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

b) In our opinion, proper Books of account as required by law have been kept by the company so far as appears from our examination of the books;

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement deal with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified as on March 31,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, they said Balance Sheet , Profit & Loss Account and Cash Flow Statement read together with the other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011; and

(ii) In the case of the Profit and Loss Account of the Company of the Profit for the year ended on 31st March 2011.

(iii) In case of the Cash Flow statement of the Company of Cash Flow for the year ended on 31st March 2011.

ANNEXURE TO A UDITORS REPORT.

Referred to in paragraph 1 of our report of even date, to the share holders of G-TECH INFO- TRAINING LIMITED of the account for the year ended 31st March 2011.

(i) The Company is not having any Fixed Assets, hence clause (b) & (c) is not applicable.

(ii) The Company has not purchased/sales the goods during the year nor is there any opening stock hence clause (b) & (c) is not applicable.

(iii) (a) We have been informed that the company has not granted any loans, secured or unsecured to companies, forms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(b) We have been informed that the company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable.

(iv) 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 regards to purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) Based on the Audit procedure applied by us and the information and explanation provided by management, we are of the opinion that there were no transaction during the year that, need to be entered in the Register maintained under section 301 of the Companies Act 1956.

(vi) The company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) The rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

(ix) (a) According to the records of the Company the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, cess and other material statutory dues as applicable have been regularly deposited by the company during the year with the appropriate authorities.

According to information and explanations given to us, no undisputed amounts payable were outstanding at the yearend for a period of more than 6 months from the date they become payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March 2011.

(x) The company has accumulated losses exceeding more than 50% of its net worth at the end of the financial year 2011. However, the Company has not incurred cash losses during the financial year and also in the immediately preceding financial year ended 31st March 2010.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information given to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) According to the records of the Company the Company has not borrowed any Term Loan hence comment under the clause is not called for.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

(xviii) 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.

(xix) Company has not issued any debentures during the year.

(xx) The Company has not raised funds by public issue during the year under audit.

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

For AGARWAL DESAI & SHAH

Chartered Accountants

Firm Reg. No: 124850W

Sd/-

(Mrugen H Shah)

Partner

M. Ship Number: 114770

Place : Mumbai, Date : 30th August, 2010

---

Mar 31, 2010

We have audited the attached Balance sheet of G-TECH INFO-TRAINING LIMITED as at 31ST MARCH 2010 and also the 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.

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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) order, 2004 (now herein after referred to as "the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

b) In our opinion, proper books of accounts as required by Law have been kept by the Company, so far as appears from our examinations of the Books;

c) The Balance-sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts of the Company;

d) In our opinion the Profit & Loss Account and Balance sheet comply with the requirement of the Accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956,

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

f) 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 other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view :

1 In case of the Balance-sheet, of the state of affairs of the Company as at 31st March 2010; and

2 In case of the Profit & Loss Account of the Profit for the year ended on 31st March 2010.

3 In case of the Cash Flow Statement of Cash Flow for the year ended on 31st March 2010.

Referred to in the Paragraph 1 of our report of even date, to the shares holders of G-TECH INFO- TRAINING LIMITED of the account for the year ended 31st March 2010

(i) The Company is not having any Fixed Assets , hence clause (b) & ( c) is not applicable.

(ii) The Company is not having trading business, hence clause (b) & (c) is not applicable.

(iii) (a) We are informed that the company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(b) We are informed that the company has not taken any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable

(iv) 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 and fixed assets and for sale of goods and services. During the course of our audit , no major weakness has been noticed in internal control system.

(v) (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) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301of the Companies Act, 1956 and exceeding the value of Rupee five lacs in respect of any party during the year have been made at price which are reasonable, having regard to the prevailing market price at the relevant time where such market prices are available.

(vi) The Company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) The Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, 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 2010 a period of more than six months from the date they became payable.

(x) The Company have accumulated losses of Rs. 611.85 lacs at the end of the financial year 2010. Further, the Company has not incurred cash losses during the financial year ended 31st March 2010 and in the immediately preceding financial year ended 31st March 2009.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) We are of the opinion that the Company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) According to the information and explanations given to us, the company has maintained proper records of transactions and contracts showing full particulars of investments including quantitative details. The company has made entries timely.

(xv) As explained to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) As explained to us the Company has not taken any Term Loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

(xviii) 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.

(xix) Company has not issued any debentures during the year.

(xx) The Company has not raised funds by public issue during the year under audit.

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

FOR AGARWAL DESAI & SHAH

Chartered Accountants

(Mrugen H Shah)

Partner

M. No. 114770

Place : Mumbai

Date : 27th August, 2010

---

Mar 31, 2009

We have audited the attached Balance sheet of G-TECH INFO-TRAING LIMITED as at 31ST MARCH 2009 and also the 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.

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.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) order, 2004 (now herein after referred to as "the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we. enclose in the annexure a statement oh the matters specified in paragraphs 4 and 5 of the said Order.

Further subject to our cdmments in the annexure referred to in paragraph 1 above we report that :-

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

b) In our opinion, proper books of accounts as required by Law have been kept by the Company, so far as appears from our examinations of the Books;

c) The Balance-sheet and Profit & Loss Account deak with by this report are in agreement with the books of accounts of the Company;

d) In our opinion the Profit & Loss Account and Balance sheet comply with the requirement of the Accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956,

e) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors of the Company is discussing as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section section 274 of the Companies Act, 1956;

f) 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 other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

1 In case of the Balance-sheet, of the state of affairs of the Company as at 31st March 2009; and

2 In case of the Profit & Loss Account of the Profit for the year ended on 31st March 2009.

3 In case of the Cash Flow Statement of Cash Flow for the year ended on 31st March 2009.

ANNEXURE TO THE AUDITORS REPORT Referred to in the Paragraph 1 of our report of even date, to the shares holders of G-TECH INFO-TRAINING LIMITED of the account for the year ended 31st March 2009

(i) (a) The Company is not having any Fixed Assets, hence clause (b) &( c) is not applicable.

(ii) (a) The Company is not having trading business, hence clause (b) & (c) is not applicable.

(iii) (a) We are informed that the company has not granted any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable.

(e) We are informed that the company has not taken any loans, secured or unsecured to companies , firms or other parties covered in the registered maintained under section 301 of the Companies Act 1956, hence clause (f), & (g) is not applicable

(iv) 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 and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (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) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301of the Companies Act, 1956 and exceeding the value of Rupee five lacs in respect of any party during the year have been made at price which are reasonable, having regard to the prevailing market price at the relevant time where such market prices are available.

(vi) The Company has not accepted deposits from the public covered under the provisions of section 58A of the Companies Act 1956 and rules made there under are not applicable to the Company.

(vii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(viii) The Rules made by the Central Government for the maintenance of cost records under section 209 (1) the Companies Act, 1956 are not applicable to the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, 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 a period of more than six months from the date they became payable.

(x) The Company have accumulated losses of Rs. 612.65 lacs at the end of the financial year 2009.which is more than the 50% of net worth of the company . Further, the Company has not incurred cash losses during the financial year ended 31st March 2009 and in the immediately preceding financial year ended 31st March 2008.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) We are of the opinion that the Company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) According to the information and explanations given to us, the company has maintained proper records of transactions and contracts showing full particulars of investments including quantitative details. The company has made entries timely.

(xv) As explained to us the Company has not given any guarantee for loan taken by others from Banks or Financial Institution.

(xvi) As explained to us the Company has not taken any Term Loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

(xviii) 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

(xix) Company has not issued any debentures during the year.

(xx) The Company has not raised funds by public issue during the year under audit.

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

FOR AGARWAL DESAI & SHAH

Chartered Accountants

(Mrugen H Shah) Partner

Place: Mumbai Date: 01.09.2009