Auditor Report of Tulip Telecom Ltd.

Mar 31, 2013

1. We have audited the attached Balance Sheet of M/S TULIP TELECOM LIMITED as at 31st March, 2013, the Profit & Loss Account and also the Cash Flow statement on the 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 (Auditors Report) Order, 2003 as amended by The Companies (Auditors Report) (Amendment) Order, 2004 issued by Central Government of the India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us and books and records examined by us in the normal course of audit, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. 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 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 books of account of the Company.

c. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with the 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 complies with the Mandatory Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representation received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the director is disqualified from being appointed as a director of the company, as on 31st March, 2013, under 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 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:-

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 Profit & Loss Account, of the Loss of the company for the Six months period ended on that date; and

iii. In the case of Cash Flow Statement, for the cash flow of the company for the Six months period ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBER OF M/s TULIP TELECOM LIMITED ON THE ACCOUNTS FOR THE PERIOD ENDED MARCH 31, 2013.

1) a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The Fixed Assets have been physically verified by the management during the period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on physical verification.

c. There was no substantial disposal of fixed assets during the period.

2) a. As informed to us by management, physical verification of inventory has been conducted at reasonable intervals during the period.

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

c. On the basis of our examination of records of inventory, the company is maintaining proper records of

3) a. The company has not granted or 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 other then disclosed in balance sheet.

b. Accordingly, Clause 3(b), 3(c) & 3(d) of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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.

5) a. In our opinion and according to the information and explanations given to us the transactions that need to be entered in to 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 explanation given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market price at relevant time.

6) The company has not accepted deposits from the public, hence the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA of the Act are not applicable.

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

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of corporate data connectivity business activities and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

9) a. The company is not regular in depositing undisputed statutory dues which are applicable to the company including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess, Service Tax and anyotherstatutorydues with the appropriate authorities,

b. According to the information and explanations given to us following amounts of undisputed statutory dues are outstanding as on 31st March, 2013 for a period exceeding six months:

Name of Statute Nature of Dues Amount (Rs) which relate

Income Tax TDS 136.02

Income Tax TDS 183.07

Income Tax TDS 337.72

Income Tax TDS 327.1

Income Tax TDS 318.58

Income Tax TDS 307.16

Sales Tax/VAT Sales Tax 14.22

Sales Tax/VAT Sales Tax 11.67

Name of Statute Period to Due date Date when paid Deposited

Income Tax Apr''12 07-May-12

Income Tax May''12 07-Jun-12

Income Tax June''12 07-Jul-12

Income Tax July''12 07-Aug-12

Income Tax Aug''12 07-Sep-12

Income Tax Sept''12 07-0ct-12

Sales Tax/VAT June''12 25-Jul-12

Sales Tax/VAT Sept''12 25-0ct-12

c. According to the information and explanation given to us, the following are the disputed amount of Statutory dues outstanding as on March 31, 2013 for a period exceeding six months:-

(Rs. In Lacs)

Name of Period to Amount Statute which relate (Rs.)

Sales Tax VAT 2007-08 75.90

Sales Tax VAT 2007-08 26.78

Sales Tax VAT 2008-09 39.98

Sales Tax VAT 2008-09 50.83

Total 193.49

Name of Statute Demand Description Forum where dispute is pending

Sales Tax VAT VAT Plus Interest Special Comm. DVAT, New Delhi

Sales Tax VAT Penalty Special Comm. DVAT, New Delhi

Sales Tax VAT VAT Plus Interest Special Comm. DVAT, New Delhi

Sales Tax VAT Penalty Special Comm. DVAT, New Delhi

Nameof Period to Amount Demand Description Forum where dispute is Statute which relate (Rs.) pending

Custom Duty 2004-05 23.36 Custom duty demand CESTAT- Mumbai

Total 23.36

10) The company does not have any accumulated losses at the end of the financial period; however it has incurred cash losses ofRs. 16,088.79 Lacs in the current period. There are no accumulated losses or cash loses reported in the immediately preceding financial period.

11) Based on our audit procedures and as per the information and explanations given to us, the company has defaulted on redemption of Foreign currency convertible bonds aggregating to Rs. 78533.73 Lacs (USD 145 Millions) (including redemption premium). The bonds become due for redemption on 26th August, 2012 and have not been redeemed till the date of this report. The company during the period has also defaulted in repayment of dues to financial institutions and banks in respect of Letter of Credit/Bill discounting/ External Commercial Borrowings/ Non Convertible Debentures/ Term Loans Liabilities. Followinq are the details ofsuch defaults:

(Rs. In Lacs)

Particulars Delay upto Delay 91-180 Delay 181-250 Total 90 days days days

Letter of Credit/ Bill Discounting/ 18,014.47 27,559.59 1,476.53 47,050.59 Bank Guarantees

Term Loans 6,013.00 6,013.00 3,190.09 15,210.09

External Commercial Borrowings Nil 3,358.00 3,358.00 6,716.00

Non Convertible Debentures Nil 5,000.00 Nil 5,000.00

The CDR proposal of the company has been approved by the CDR empowered group in their meeting held on March 25, 2013 which cured all defaults during the period to financial institutions and banks except for dues to non CDR lenders amounting to Rs. 10,806.09 Lacs on account of Term Loans/ External Commercial Borrowings/ Non Convertible Debentures/ Interest, which continues postthe period-end.

12) The company has not granted loan & advance on the basis of security by way of pledge of shares, debentures & other securities; hence this point of order is not applicable.

13) The provisions of any special statute applicable to chit fund are not applicable to the company.

14) The company is not dealing in or trading in shares, securities, debenture & other investments.

15) According to the information and explanations given to us, the company has given guarantees for loans taken by others from banks or financial institutions, the term and conditions whereof in our opinion are not prime-facie prejudicial to the interest of the company.

16) In our opinion and according to the information and explanation given to us, the term loans were applied for the purpose for which obtained.

17) Based on the information and explanations given to us on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on short term basis which have been used for long term investment and vice versa.

18) According to the information and explanation 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 Companies Act, 1956.

19) The company has not issued any debentures during the period under audit.

20) The company has not raised any money by way of public issues during the period.

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

For R. CHADHA & ASSOCIATES

Chartered Accountants

Firm Reg. No.: 004046N

Place: New Delhi

Date:May 30, 2013 Rakesh Chadha

Partner

Membership No. 83135

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Mar 31, 2011

We have audited the attached Balance Sheet of M/S TULIP TELECOM LIMITED as at 31st March 2011 the Profit & Loss Account and also the Cash Flow statement on the 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.

1. As required by the Companies (Auditors Report) Order 2003 as amended by The Companies (Auditors Report) (Amendment) Order, 2004 issued by Central Government of the India in terms of section 227(4A) of the Companies Act 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us and books and records examined by us in the normal course of audit, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further 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 account as required by law have been kept by the Company so far as appears from our examination of books of account of the Company.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with the 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 complies with the Mandatory Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(e) On the basis of written representation received from the directors, as on 31 March, 2011 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a director of the Company, as on 31st March, 2011, under 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 ccording 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:-

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

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

(iii) In the case of Cash Flow Statement, for the cash flow of the Company for year ended as on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBER OF M/s TULIP TELECOM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2011.

1) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on physical verification.

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

2) a) As informed to us by management, physical

verification of inventory has been conducted at reasonable intervals during the year.

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

c) On the basis of our examination of records of inventory, the Company is maintaining proper records of inventory. We are informed that there were no material discrepancies on physical verification.

3) i) The Company has not granted but has taken loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of Act.

ii) Clause 3 (b) 3 (c) & 3 (d) of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sales of goods.

5) a) In our opinion and according to the information and

explanations given to us the transactions that need to be entered in to 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 explanation given to us, the transactions made in pursuance of contracts or arrangement entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market price at relevant time.

6) The Company has not accepted deposits from the public, hence the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA of the Act are not applicable.

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

8) This clause is not applicable.

9) a) The Company is generally regular in depositing undisputed statutory dues which are applicable to the Company including Provident Fund, Employee's State Insurance, Income Tax, FBT, Sales Tax, Custom Duty , Excise Duty, Cess, Service Tax and any other statutory dues with the appropriate authorities except TDS, deducted from various payments during the year.

b) According to the information and explanations given to us following amounts of undisputed statutory dues are outstanding as on 31st March, 2011 for a period exceeding six months :-



Name of Statute Nature of Dues Amount(Rs) Period to which relate Due date Date when paid

NIL

c) According to the information and explanation given to us, the following are the disputed amount of Statutory dues outstanding as on 31st March, 2011 for a period exceeding six months:-

Name of Statute Nature of Dues Amount(Rs) Period to which relate Forum Where dispute in pending

The Customs Act, 1962. Custom Duty 23,35,568/- 2004-05 CESTAT- Mumbai

SalesTax Central Sales Tax on 11,36,509/- 1.04.2003 to 31.03.2004 Joint Commissioner -1, regular assessment New Delhi

SalesTax Central Sales Tax on 4,14,975/- 1.04.2004 to 31.03.2005 Joint Commissioner - I, regular assessment New Delhi

DVAT ACT 2004 VAT 95,75,610/- 1.04.2005 to 31.03.2006 Addl. Commissioner DVAT New Delhi

CSTACT 1956 SALES TAX 3,09,164/- 1.04.2005 to 31.03.2006 Addl. Commissioner DVAT New Delhi

Income Tax Act. TDS 95,679/- 1.04.2008- 31.03.2009 Rectification filed

10. This clause of accumulated losses is not applicable.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted its repayment of dues to financial institutions, banks or debenture holders as at the balance sheet date.

12. The company has not granted loan & advance on the basis of security by way of pledge of shares, debentures & other securities; hence this point of order is not applicable.

13. The provision of any special statute applicable to chit fund are not applicable to this company.

14. The company is not dealing in or trading in shares, securities, debenture & other investments.

15. The company has given corporate guarantee to M/s Axis Trustee Services Ltd. acting as Debenture Trustee for Non Convertible Debentures issued by M/s Beeta Infocom Pvt. Ltd., New Delhi. The company has given corporate guarantee to M/s Cisco Systems Capital India Pvt. Ltd. for loan taken by its wholly owned subsidiary, M/s Tulip SWAN IT Services Ltd. The terms and conditions of such guarantee are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanation given to us, the term loans were applied for the purpose for which obtained.

17. Based on the information and explanations given to us on an overall examination of the balance sheet of the company, in our opinion , there are no funds raised on short term basis which have been used for long term investment and vice versa.

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

19. During the year, company has not issued any Secured/Unsecured Non-convertible Debentures.

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

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

For R. CHADHA & ASSOCIATES CHARTERED ACCOUNTANTS

Place:- New Delhi Rakesh Chadha

Date:- May 12, 2011 (Partner)

Membership . No. 83135 (Firm Registration No. : 004046N)

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Mar 31, 2010

We have audited the attached Balance Sheet of m/s TuliP TeleCom limiTeD as at 31st March 2010 the Profit & Loss Account and also the Cash Flow statement on the 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.

1. As required by the Companies (Auditors Report ) Order 2003 as amended by The Companies (Auditors Report) (Amendment) Order, 2004 issued by Central Government of the India in terms of section 227(4A) of the Companies Act 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us and books and records examined by us in the normal course of audit, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further 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 account as required by law have been kept by the Company so far as appears from our examination of books of account of the Company.

c) The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with the 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 complies with the Mandatory Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a director of the company, as on 31st March, 2010, under 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 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:- i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st march, 2010

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

iii) In the case of Cash Flow Statement, for the cash flow of the company for year ended as on that date. annexure referred to in paragraph 1 of our report of even date to the member of m/s Tulip Telecom limited on the accounts for the year ended march 31, 2010.

1. a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on physical verification.

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

2. a) As informed to us by management, physical verification of inventory has been conducted at reasonable intervals during the year.

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

c) On the basis of our examination of records of inventory, the company is maintaining proper records of inventory. We are informed that there were no material discrepancies on physical verification.

3. i) The company has not granted but has taken loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of Act.

ii) Clause 3 (b), 3 (c) & 3 (d) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sales of goods.

5. a) In our opinion and according to the information and explanations given to us the transactions that need to be entered in to 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 explanation given to us, the transactions made in pursuance of contracts or arrangement entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the year have been made at prices , which are reasonable having regard to prevailing market price at relevant time.

6. The company has not accepted deposits from the public, hence the directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA of the Act are not applicable.

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

8. The company has maintained the accounts and records as prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) The company is generally regular in depositing undisputed statutory dues which are applicable to the company including Provident Fund, Employees State Insurance, Income Tax, FBT, Sales Tax, Custom Duty , Excise Duty, Cess, Service Tax, TDS and any other statutory dues with the appropriate authorities.

b) According to the information and explanation given to us, the following are the disputed amount of Statutory dues outstanding as on 31st March, 2010 for a period exceeding six months:-

Name of Statute Nature of Dues Amount (Rs.) Period to which relate

The Customs Act, 1962 Custom Duty 23,35,568/- 2004 to 05

Sales Tax Central Sales Tax on 11,36,509/- 1.04.2003 to 31.03.2004 regular assessment

Sales Tax Central Sales Tax on 4,14,975/- 1.04.2004 to 31.03.2005 regular assessment

DVAT Act, 2004 VAT 95,75,610/- 1.04.2005 to 31.03.2006

CST Act, 1956 SALES TAX 3,09,164/- 1.04.2005 to 31.03.2006

Income Tax Act TDS 2,17,72,000/- 1.04.2007 to 31.03.2008

Name of Statue Forum where dispute is pending

The Customs Act, 1962 CESTAT- Mumbai

Sales Tax Joint Commissioner - I, New Delhi

Sales Tax Joint Commissioner - I, New Delhi

DVAT Act, 2004 Addl. Commissioner DVAT, New Delhi

CST Act, 1956 Addl. Commissioner DVAT, New Delhi

Income Tax Act CIT APPEALS, New Delhi

10. This clause of accumulated losses is not applicable.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the balance sheet date.

12. The company has not granted loan & advance on the basis of security by way of pledge of shares, debentures & other securities; hence this point of order is not applicable.

13. The provision of any special statute applicable to chit fund are not applicable to this company.

14. The company is not dealing in or trading in shares, securities, debenture & other investments.

15. The company has given corporate guarantee to M/s Axis Trustee Services Ltd. acting as Debenture Trustee for Non Convertible Debentures issued by M/s Beeta Infocom Pvt. Ltd., New Delhi. The responsibily of Tulip arises, only when, cash position of Beeta is not sufficient to meet its obligation with respect to this loan. The company has given corporate guarantee to M/s Cisco Systems Capital India Pvt. Ltd. for loan taken by its wholly owned subsidiary, M/s Tulip SWAN IT Services Ltd. The terms and conditions of such guarantee are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanation given to us, the term loans were applied for the purpose for which obtained.

17. Based on the information and explanations given to us on an overall examination of the balance sheet of the company, in our opinion , there are no funds raised on short term basis which have been used for long term investment and vice versa.

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

19. During the year company has issued Secured Non-convertible Debentures. The company is taking necessary steps to create the security

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

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

For R. CHADHA & ASSOCIATES CHARTERED ACCOUNTANTS

Rakesh Chadha (Partner) Membership no. 83135

(Firm Registration no.: 004046n)

Place:- New Delhi

Date:-29.05.2010

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Mar 31, 2001

We have audited the attached Balance Sheet of TULIP SOFTWARE LTD., as at 31st March 2001 and also the annexed Profit & Loss Account for the year ended on the date , in which are incorporated the branch accounts audited by us and report that: -

A. 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 we annexe hereto a statement on the matters specified in the paragraphs 4 and 5 of the said order.

B. Further to our comments in the annexure referred to in paragraph ‘A 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 examination of such books.

c) The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of accounts of the company.

d) In our opinion , the Balance Sheet & the Profit & Loss Account complies with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act,1956.

e) Based on representation made by all the Directors of the Company as on 31st March,2001 and the information and explanations as made available, Directors of the Company do not prima facie have any disqualifications as referred to in Sec. 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts read with schedules and subject to Note No. 7 of schedule 20 regarding quantity wise details and other notes thereon give the information required by the

Companies Act,1956 in the manner so required and give true and fair view :

1) in the case of Balance Sheet of the state of affairs of the company as at 31st March 2001.

2) In the case of Profit and Loss Account of the profit of the company for period ended on that date.

ANNEXURE TO THE AUDITORS REPORT E.Y. 31/03/2001

1. The Company has maintained proper records showing full Particulars including quantitative details and situation of fixed assets. The fixed assets are being physically verified by the management under a phased programs of verification and no material discrepancies have been noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. As explained to us , the stock of consumable store and spare parts have been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

4. According to the information and explanation given to us, the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on verification of such stocks were not material and have been properly dealt in books in accordance with the normally accepted accounting principles.

6. In our opinion, the valuation of the aforesaid stocks is fair and proper and is in accordance with the normally accepted accounting principles.

7. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms , other parties listed in the register maintained under section 301 of the act and/or from the companies under sub section (1B) of the section 370 of the Act, are not prima facie, prejudicial to interests of the company.

8. The company has not granted any loans secured or unsecured to Companies, firms or other companies listed in register maintained under section 301 of the Act and/or to the companies under the same management as defined under subsection (1B) of section 370 of the Act.

9. In respect of loans and advances in the nature of loans given by the company are regular in repayment the principal amount and interest there on except as per annexure in Notes on accounts.

10. In our opinion , 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 purchase stores, raw materials including components, plant and machinery, equipment and other assets and with the regards to sale of goods.

11. 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 register maintained under section 301 of the Act, and aggregating during the year to Rs. 50,000.00 or more in respect of each party have been at prices which are reasonable having regard to prevailing market prices for such goods or services or the prices at which transactions for similar goods, materials or services have been made with other parties.

12. As explained to us, the company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts wherever there is loss arising on the items so determined.

13. The Company has not accepted deposits from public as per the provisions of Section 58 A of the Companies Act,1956 and rules made thereunder.

14. In our opinion , reasonable records have been maintained by the company for the sale or disposal of significant realizable Scrap. As explained to us, the company has no by-product.

15. According to the information given to us, the Central Government has not prescribed for the maintenance of Cost Records under section 209 (1) (d) of the companies act,1956 for any of the products of the company.

16. The company has an internal audit system commensurate to the size of the company.

17. According to the records , the company has not been is regular in depositing P.F. and E.S.I. dues.

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

19. According to information and explanations given to us , no undisputed amount payable in respect of Wealth Tax , Sales Tax , Custom Duty and Excise Duty were outstanding as at the last day of financial year concerned for a period more than six months from the date they become payable.

20. The company is not a Sick Industrial Company within the meaning of Clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. The Company has reasonable system of recording receipts/issues and consumption of material and stores commensurate with the size and nature of its business.

22. There is a reasonable system of authorization of proper level with necessary control on the issue of stores and the allocation of the same and labour to operating departments commensurate with its size and the nature of business.

23. As regards companys trading activities , the damaged goods have been determined by the company and necessary adjustment for the loss have been made in the accounts.

for R. CHADHA & ASSOCIATES Chartered Accountants.

Sd/- RAKESH CHADHA Partner

Place: New Delhi Date : 10.08.2001