Auditor Report of Nexxoft Infotel Ltd.

Mar 31, 2013

We have audited the attached Balance Sheet of M/s Nexxoft Infotel Limited as at 31 st March 2013 and also the Profit and Loss Account for the Year ended on that date annexed thereto. These financial statements are 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 those financial statements are free of material misstatement. An audit includes examining on test based evidence supporting the amount 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.

1. As required by the Manufacturing and Other Companies (Auditor''s Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks and verification of the books of account as we considered necessary and to the best of our knowledge and according to the information and explanations given to us during the course audit, we enclose in the annexure a statement on the matters specified in paragraph 4&5 of the said Order.

2, Further to our comments in the Annexure referred to in paragraph (1) above and subject to as mention in the notes on Accounts as per para (E) regarding information of balances from sundry debtors, loans and advances and sundry Creditors.

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 examination of such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement With the Books of Account

d) In our opinion, the balance sheet and profit and loss account comply with 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 and taken on record by the Board of Directors, Ne report that none of the Directors is disqualified as on 31st March 2013 from being appointed as directors in terms of Section 274 (1) (g) 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 read with Accounting Policies and Notes on Accounts (Schedules 14) give the information required by the Companies Act, 1956 in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2013, and

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

For Hariharan Associates

Charted Accountants

S/d

Place: Bangalore (M. Hariharan)

Date: 20.06.2013 Proprietor

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s Nexxoft Infotel Limited as at 31 st March 2012 and also the Profit and Loss Account for the Year ended on that date annexed thereto. These financial statements are 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 those financial statements are free of material misstatement. An audit includes examining on test based, evidence supporting the amount 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.

1. As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks and verification of the books of account as we considered necessary and to the best of our knowledge and according to the information and explanations given to us during the course audit, we enclose in the annexure a statement on the matters specified in paragraph 4&5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph (1) above and subject to as mention in the notes on Accounts as per para (E) regarding confirmation of balances from sundry debtors, loans and advances and sundry Creditors.

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 examination of such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement With the Books of Account

d) In our opinion, the balance sheet and profit and loss account comply with 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 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as directors in terms of Section 274 (1) (g) 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 read with Accounting Policies and Notes on Accounts (Schedules 14) give the information required by the Companies Act, 1956 in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2012, and

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

ANNEXURE REFERED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S NEXXOFT INFOTEL LTD BANGALORE, ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012.

1. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed Assets. The Fixed Assets has been physically verified by the management in accordance with the program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable and to the best if our knowledge, no material discrepancies were noticed on verification.

2. The Company is in business of IT services and Software Development and other Incidental activities and does not carry any stores, space parts, raw material or finished goods and no discrepancies wire noticed on physical verification and the company is maintaining proper records.

3. As per the information and explanations furnished by the management, the Company has neither granted nor taken any loans, to and from Companies, firms or other parties listed in the Registers maintained under section 301 of the Companies Act.1956. Accordingly, the clauses 4(iii) (b) to (d) of the order 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 nature of its business for the purchase of plant and machinery, equipment and other assets. During the course of our Audit no major weakness has been noticed king the internal control.

5. There has been no transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered it the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50, 000/- or more in respect of each party have been made at prices which are reasonable where the company rendered similar services to other parties.

6. The Company has not accepted any deposits from the public with in the meaning of section 58A & 58AA of the Companies Act 1956 and the rules framed there under.

7. In opinion the Company has adequate internal audit system commensurate with the Size and nature of its business

8. The central Government had not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. (A) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education protection fund, the Employees State Insurance, Income tax Sales tax, Wealth Tax, Custom duty, Exercise duty, Cess and other statutory dues applicable to it.

(a) According to the records of the Company there is no dispute about amount pending with Regards to sales tax, Income tax and other Statutory Liability.

10. The Company has no accumulated losses and has not incurred cash loss during the year and in the immediately preceding financial year.

11. Based on our Examination of the records and the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to Banks.

12. Based on our Examination of the records and the information and explanations given to us, the company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause (xiii) of the order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given guarantee for loans taken by others.

16. According to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

17. Based on examination of documents and records made available and on the basis of Information and explanations given to us, the company has not used funds raised on short Term basis for long term investments and vice versa.

18. The company has made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

19. No debentures has been issued by the company during the year.

20. The company has not raised money by public by public issues during the year.

21. Based on the audit procedures performed and information and explanation given by The management, I report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Hariharan Associates

Charted Accountants

Sd/-

Place: Bangalore (M. Hariharan)

Date: 18.06.2012 Proprietor

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Mar 31, 2009

We have audited the attached Balance sheet of M/S. NEXXOFT INFOTEL LIMITED, as at 31st March, 2009 and the Profit & Loss account 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 an opinion and we report that:

1. 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.

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

3. The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account.

4. In our opinion, the Balance sheet and Profit & Loss account are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations furnished to us the said accounts read together with the schedules and statement of accounting policies attached thereto 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:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009 and

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

7. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of sub section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we report hereunder on the matters specified in paragraphs 4 and 5 of the said order.

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

(b) The fixed assets have been physically verified by the management. There is annual verification of fixed assets, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification.

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

ii) (a) In our opinion and according to the information and explanations given to us, during the period covered by our audit report, the company has no inventories. Accordingly, the provisions of clauses 2(a), (b) and (c) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

iii) (a) As informed to us, the Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956 and as such Clauses (iii) (a) to (iii) (d) are 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, fixed assets and with regard to the rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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) In our opinion and 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 301 of the companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public. Hence the provisions of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, do not apply to this Company.

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

viii)The Central Government has not prescribed under Section 209 (1)(d) of the Companies Act, 1956 the maintenance of cost records for the products of the Company.

ix) a) The company is generally in regular in depositing with appropriate authorities undisputed statutory dues including provident 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 explanations 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, for a period of more than six months from the date they became payable except central sales tax amounting to Rs.14,400/-, service tax amounting to Rs 1,75,839 and professional tax amounting to Rs 2,74,400/- which is payable and outstanding for more than six months.

c) According to the information and explanation given to us, there are no dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x) In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans hence default in repayment of dues to financial institutions, banks or debenture holders is not applicable.

xii) According to the information and explanations given to us and based on the documents and records produced to us, the company has obtained loan of Rs. 6 crores from M/s Pragathi Capfin Pvt. Limited on the basis of security by way of pledge of shares belonging to promoters and directors, and fixed assets belonging to one of the shareholders as 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) In our opinion the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

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

xvi) Rs 6 Crores taken from M/s Pragathi Capfin Limited is outstanding as term loans at end of the year.

xvii)On the basis of information received from the management and on an overall examination of the balance sheet of the company as at 31st March, 2008, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

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

xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

xx) According to the information and explanations given to us, during the period covered by our audit report, the company had not raised money by public issue. Accordingly, the provisions of clause 4(xx) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

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 HARIHARAN & ASSOCIATES Chartered Accountants.

M HARIHARAN

Place : Bangalore Date : 30.06.2009

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Mar 31, 2003

We have audited the attached Balance Sheet of Nexxoft Infotel Limited, as at 31st March, 2003 and the Profit & Loss Account 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. The 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 and we report that:

1. 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.

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

3. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account.

4. In our opinion, the Profit & Loss account and Balance Sheet dealt with by this report comply with the accounting standards referred to in sub-section 3C of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2003 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations furnished to us, subject to point no.5 to the notes on accounts, the said Balance Sheet and the Profit and Loss Account read together with the Notes, Schedules and Statement of Accounting Policies attached thereto, give the information as 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;

i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31 st

March, 2003

AND ii) In so far as it relates to the Profit and Loss Account, of the LOSS of the Company for the

year ended on that date.

7. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as We considered appropriate, We report hereunder on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to this company:

i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management. There is annual verification of fixed assets, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification.

ii) None of the fixed assets have been revalued during the year.

iii) The Company has not taken any loans secured or unsecured from Companies, firms or other parties listed in the register maintained under Section 301 or from Companies under the same management within the meaning of Section 370(1B) of the Companies Act 1956. In terms of sub section (6) of section 370 of the Companies Act, 1956 provisions of the section are not applicable to a company on or after the commencement of the Companies (Amendment) Act, 1999.

iv)The Company has not granted any loans, secured or unsecured to Companies, firms or other parties listed in the registers maintained under section 301 or to Companies under the same management within the meaning of Section 370(1 B) of the Companies Act 1956. In terms of sub section (6) of section 370 of the Companies Act, 1956 provisions of the section are not applicable to a company on or after the commencement of the Companies (Amendment) Act, 1999.

v) The only parties to whom loans and advances in the nature of loans have been given by the Company are the employees of the Company and the said employees have been repaying the loans, as stipulated, which are non-interest bearing.

vi) 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 purchase of plant and machinery, equipment and other assets and in respect of services rendered.

vii) In our opinion and according to the information and explanations given to us, there were no transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956.

viii) In our opinion and according to information and explanations given to us, the Company has not accepted any deposits under the provisions of Section 58-A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

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

x) The provisions of section 209 (I) (d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the company.

xi) As informed to us, the provisions of provident fund and Employees State Insurance Acts do not apply to this Company for the time being.

xii) According to the information and explanations given to us no undisputed amounts payable by the Company in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31 st March 2003 for a period of more than 6 months from the date they became payable.

xiii) According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

xiv) The Company is not a sick Industrial company with in the meaning of Clause (o) of sub- section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

xv) As explained to us the Company has reasonable system of allocating man-hours to specific jobs commensurate with the size of the Company and nature of its business.

For A.MADHUSUDANA & CO Chartered Accountants

A.MADHUSUDANA RAO Partner

Place: Hyderabad. Date: 08-08-2003

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Mar 31, 2002

We have audited the attached Balance Sheet of Nexxoft Infotel Limited, as at 31st March, 2002 and the Profit & Loss Account for the period 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. The 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 and we report that:

1. 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.

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

3. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account.

4. In our opinion, the Profit & Loss account and Balance Sheet dealt with by this report comply with the accounting standards referred to in sub-section 3C of Section 2 1 1 of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2002 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March. 2002 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations furnished to us, subject to point no.5 to the notes on accounts, the said Balance Sheet and the Profit and Loss Account read together with the Notes, Schedules and Statement of Accounting Policies attached thereto, give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2002.

AND

ii) In so far as it relates to the Profit and Loss Account of the LOSS of the Company for the period ended on that date.

7. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as We considered appropriate, We report hereunder on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to this company:

i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management. There is annual verification of fixed assets, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies have been noticed on such verification.

ii) None of the fixed assets have been revalued during the year.

iii) The Company has not taken any loans secured or unsecured from Companies, firms or other parties listed in the register maintained under Section 301 or from Companies under the same management within the meaning of Section 370(1B) of the Companies Act 1956. In terms of sub section (6) of section 370 of the Companies Act, 1956 provisions of the section are not applicable to a company on or after the commencement of the Companies (Amendment) Act, 1999.

iv) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties listed in the registers maintained under section 301 or to Companies under the same management within the meaning of Section 370(1B) of the Companies Act 1956. In terms of sub section (6) of section 370 of the Companies Act, 1956 provisions of the section are not applicable to a company on or after the commencement of the Companies (Amendment) Act, 1999.

v) The only parties to whom loans and advances in the nature of loans have been given by the Company are the employees of the Company and the said employees have been repaying the loans, as stipulated. which are non-interest bearing.

vi) 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 purchase of plant and machinery, equipment and other assets and in respect of services rendered.

vii) in our opinion and according to the information and explanations given to us, the transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act. 1956 and aggregating during the year to Rs.50,000 or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with other parties.

viii)The Company has not accepted any deposits from the public. Hence the provisions of Section 58-A of the Companies Act, 1956. and the Companies (Acceptance of Deposits) Rules, 1975, do not apply to this Company.

ix) In our opinion, the Company has an internal audit function commensurate with its size and the nature of its business.

x) The provisions of Section 209 (1) (d) of the Companies Act. 1956 regarding maintenance of cost records are not applicable to the Company.

xi) As informed to us. the provisions of Provident Fund and Employees State Insurance Acts do not apply to this Company for the time being.

xii) According to the information and explanations given to us no undisputed amounts payable by the Company in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31st March 2002 for a period of more than 6 months from the date they became payable.

xiii) According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

xiv)The Company is not a Sick Industrial Company within the meaning of clause (o) of Sub-Section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

xv) As explained to us the Company has reasonable system of allocating manhours to specific jobs commensurate with the size of the Company and nature of its business.