Auditor Report of Proto Developers & Technologies Ltd.

Mar 31, 2013

1. We have audited the attached Balance Sheet of M/s PROTO DEVELOPERS & TECHNOLOGIES LIMITED (The Company''), as at 31st March 2013, and also the Statement of Profit and Loss and the Cash Flow Account for the year ended on that date, annexed thereto (collectively referred as the ''financial statements''). 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 (''the order1) (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India (''the Act''), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the company.

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

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

ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii) The financial statements dealt with by this report are in agreement with the books of accounts; .

iv) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 ** March, 2013 from being " appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Act;

v) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and give the information required by the Act, in the manner so required and give a true and fair view in the conformity with the accounting principles generally accepted in India, in the case of;

a) the Balance Sheet, of the state of affairs of the company as at 31st March, 2013

b) the statement of Profit & Loss, of the profit for the year ended on that date; and

c) the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF PROTO DEVELOPERS AND TECHNOLOGIES LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification as compared to the book records. In our opinion frequency of verification is reasonable.

(c) In our opinion, a substantial part of fixed assets has not been disposed of during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable. .

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are no parties covered in the register maintained under section 301 of the Companies Act 1956 to which the company has granted loans.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(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 for the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered. *

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevailing market prices at the relevant time.

(vi). The company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the order are not applicable.

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

(viii)The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (!) of section 209 of the Act of any product of the company.

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us there is no undisputed amounts payable in. respect thereof were outstanding at the year end for a period of more than six months from date they became payable.

(x) In our opinion, the company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of clause 4(xii) of the order are not applicable.

(xii) The company is not a chit fund or a Nidhi/Mutual Benefit Fund/Society. Accordingly the provisions of clause 4(xiii) of the Order are not applicable.

(xiii) The company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xiv) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, the provision of clause 4(xv) of the Order are not applicable.

(xv) The company has not applied for any term loans for any purpose during the year.

(xvi) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xvii) During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provision of clause 4 (xviii> of the order are not applicable.

(xviii) During the year covered by our audit report, the company has not issued any debentures,

(xix) The company has not raised any money by public issues during the year. Accordingly, the provision of clause 4(xx) of the Order are not applicable.

(xix) According to the information and explanation given to us, no fraud on or by the company „ has been noticed or reported during the period covered by our audit --

For M.K.SACHDEVA & ASSOCIATES

Chartered Accountants

(MANOJ SACHDEVA)

Proprietor

Firm Registration No: 023644N

Membership No.: 085586

Place: NEW DELHI

Date: 10.05.2013

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s PROTO DEVELOPERS & TECHNOLOGIES LIMITED as at 31st March 2011 and also the Profit and Loss Account of the company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express 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, evidences 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 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the 'Act'), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the company.

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

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

ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books;

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, the Profit and Loss Account and Balance Sheet dealt with by this report comply with the mandatory accounting standards referred to in section 211(3C) of the Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the : Profit & Loss Account mad together with and subject to the notes forming part of accounts appearing thereon specially Note No. (3) & (4) thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in the conformity with the accounting principles generally accepted in India:

a) In the case of the balance sheet, of the state of affairs of the company as at 31st March, 2011

b) In the case of the profit & loss account of the Profit of the company for the year ended on that date and

c) In the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT OF PROTO DEVELOPERS AND TECHNOLOGIES LIMITED ON THE ACCOUNTS MADE UPTO 31st MARCH, 2011

With reference to paragraph 3 of our report of even date on the accounts for the year ended on 31st MARCH 2011, we report as under -

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification as compared to the book records. In our opinion frequency of verification is reasonable.

(c) During the year, the company has not disposed of substantial part of fixed assets; hence going concern status of the company is not effected.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification of inventory between the physical stocks and the book records were not material.

(iii) (a) The company has not taken any loan from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are no parties covered in the register maintained under section 301 of the Companies Act 1956 to which the company has granted loans.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) N.A.being no repayment

(d) N.A. being no overdue amount

(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 sale of goods. 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 transaction that need to be entered into the register maintained under section 301 of the Act 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 deposit from the public within the meaning of sections 58A and 58AA of the Act and the rules framed there under.

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

(viii)The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act of any product of the company:

(ix) (a) In our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

(b) As per information and explanations given to us we are submitting in a statement attached to this annexure extent of undisputed and disputed arrears of outstanding statutory dues as at 31.03.2011 for a period of more than six months from date they became payable and also in case of dispute, then the amounts involved and the forum where dispute is pending.

The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

(xi) 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, 2004 are not applicable to the company.

(xii) 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.

(xiii) As per information and explanation given to us in our opinion, the company has not given guarantees for loans taken by others.

(xiv) No term loans have been taken for any purpose during the year.

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

(xvi) The company has made the preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. (As per the Appendix A)

(xvii) During the period covered by our audit report, the company has not issued any debentures,

(xviii) The company has not raised any money by public issues during the year.

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

For M.K.SACHDEVA & ASSOCIATES. Chartered Accountants

MANOJ SACHDEVA

Proprietor M.No. 085586

Place : NEW DELHI Date : 01.09.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s PROTO DEVELOPERS & TECHNOLOGIES LTD (the company), formerly known as M/s PROTO INFOSYS LIMITED as at 31st March 2010 and also the Profit and Loss Account and 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.

1. 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.

2. As required by the Companies (Auditor's Report) Order, 2003 , as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Sub Sec (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.

3. Further to our comments in the Annexure referred to below, we report that-

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

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

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

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon 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;

a) In the case of the Balance Sheet, of the statement of affairs of the Company as at 31st March 2010.

b) In the case of the Profit and Loss account, of the Profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR'S REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH' 2010 OF M/s PROTO DEVELOPERS & TECHNOLOGIES LIMITED (the company), formerly known as M/S PROTO INFOSYS LIMITED.

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

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

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year.

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

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

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

3. (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) None of the transactions made in pursuance of such contracts or arrangements exceed the value of Rupees five lakh in respect of any one, such party in the financial year.

6 To the best of our knowlpdnp and arrorriinn tn thC mpiled by : Dion Glo explanations given to us, the company has not accepted any deposit covered under section 58A and 58AA of the Companies Act, 1956.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

9. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth- tax, service tax, customs 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 provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six monthsjfrom the date they became payable.

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

10. The Company does not have any accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders

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

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

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

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

16. The.Company have a term loans outstanding during the year.

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

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

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

20. The Company has not raised any money from public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR M.K. SACHDEVA & ASSOCIATES

CHARTERED ACCOUNTANTS

MANOJ SACHDEVA PROPRIETOR

Place: New Delhi Date: 01-09-2010