Auditor Report of Zenith Infotech Ltd.

Sep 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Zenith Infotech Limited ("the Company"), which comprise the Balance Sheet as at September 30, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2013.

(b) in the case of the Profit and Loss Account, of the loss 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 except as referred to in Notes on Financial Statements and more particularly described hereunder:

The Foreign Currency Convertible Bonds (FCCB) of US$ 26.92 million (due 2011) and US$ 50 million (due 2012) and the accreted value thereon are yet to be repaid. The same have not been restated in accordance with AS11.

e) On the basis of written representations received from the directors as on September 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(i) The nature of the Company''s business activities during the year is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended on 30th September, 2013.

(ii) In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars, including quantitative details wherever feasible and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management periodically and the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of Inventories:

(a) The stocks have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures 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.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to information and explanations given to us, the Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of particulars of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and services and sale of goods, and services aggregating during the year in excess of Rs. 5 Lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices of such goods, or services or the prices of which transaction for similar goods, or services have been made with other parties.

(vii) The Company has not accepted any deposits from the public, consequently the provisions of Section 58A, Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(viii) The Company''s internal audit work is being carried out by M/s SRM & Co., chartered Accountants, Mumbai. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Cess, Service tax and any other statutory dues with the appropriate authorities during the year.

(x) The Company has accumulated losses at the end of the year. It has incurred cash loss of Rs.8941.04 lakhs during the current accounting year, whereas, it had incurred cash loss of Rs.4681.38 lakhs in the immediately preceding year.

(xi) Based on the Audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

(xii) According to the information and explanations given to us, the Company has not given loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xiv) During the year, no Term loans were availed by the company.

(xv) According to the records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xvi) The Company has not made any preferential allotment during the year.

(xvii) No securities have been created by issue of debentures during the year.

(xviii) The Company has not raised any money by public issue of shares during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For C.L. Khanna & Co.

Chartered Accountants

(C.L. KHANNA)

Place : Mumbai Proprietor

Date : 29,h November, 2013 Membership No. 004988

---

Sep 30, 2012

1. We have audited the attached Balance Sheet of Zenith Infotech Limited, Mumbai as at 30th September, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conduct 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 of the said Order.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except as referred to in Notes on Financial Statements.

e. On the basis of written representations received from the Directors as on 30th September 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2012 from being appointed as a Director in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other 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 30th September, 2012,

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

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

ANNEXURE TO THE AUDITORS REPORT

Re: Zenith Infotech Limited

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company''s business activities during the year is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended on 30th September 2012.

(ii) In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars, including quantitative details wherever feasible and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management periodically and the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of Inventories:

(a) The stocks have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures 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.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to information and explanations given to us, the Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of particulars of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956; ''

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and services and sale of goods, and services aggregating during the year in excess of Rs. 5 Lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices of such goods, or services or the prices of which transaction for similar goods, or services have been made with other parties.

(vii) The Company has not accepted any deposits from the public, consequently the provisions of Section 58A, Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(viii) The Company''s internal audit work is being carried out by M/s SRM & Co..Chartered Accountants, Mumbai. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Cess, Service tax and any other statutory dues with the appropriate authorities during the year.

(b) The disputed statutory dues that are pending before appropriate authorities are as under:

NAME OF THE NATURE OF AMOUNT PERIOD FORUM WHERE DISPUTE IS STATURE DUES (RS. IN LAKHS) PENDING

BMC ACT, 1888 Property Tax 14.14 April 2009 To March 2011 Small Causes Court, Mumbai

(x) The Company has accumulated losses at the end of the year. It has also incurred cash loss of Rs.4681.38 lakhs during the current accounting year whereas, it did not incur any cash loss in the immediately preceding year.

(xi) Based on the Audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

(xii) According to the information and explanations given to us, the Company has not given loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xiv) During the year, no Term loans were availed by the company.

(xv) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xvi) The Company has not made any preferential allotment during the year.

(xvii) No securities have been created by issue of debentures during the year.

(xviii) The Company has not raised any money by public issue of shares during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For C.L. Khanna & Co.

Chartered Accountants Place: Mumbai (C.L KHANNA)

Date: 14th February, 2013 Proprietor

Membership No. 004988

---

Sep 30, 2011

1. We have audited the attached Balance Sheet of Zenith InfoTech Limited, Mumbai as at 30th September, 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the period ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conduct 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 of the said Order.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except as referred to in the paragraph on 'Accounting Standards' in Notes to the Accounts.

e. On the basis of written representations received from the Directors as on 30th September 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2011 from being appointed as a Director in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other 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 30th September, 2011,

(ii) In the case of Profit and Loss Account, of the profit for the period ended on that date, and

(iii) In the case of Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Re: Zenith InfoTech Limited

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company's business activities during the period is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the period ended on 30m September 2011.

(ii) In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars, including quantitative details wherever feasible and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management periodically and the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the period.

(iii) In respect of Inventories:

(a) The stocks have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures 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.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to information and explanations given to us, the Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of particulars of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and services and sale of goods, and services aggregating during the period in excess of Rs.5 Lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices of such goods, or services or the prices of which transaction for similar goods, or services have been made with other parties.

(vii) The Company has not accepted any deposits from the public, consequently the provisions of Section 58A, Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(viii) The Company's internal audit work is being carried out by M/s SRM & Co., Chartered Accountants, Mumbai. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Cess, Service tax and any other statutory dues with the appropriate authorities during the period.

(b) The disputed statutory dues that are pending before appropriate authorities are as under:

NAME OF THE NATURE OF DUES AMOUNT FORUM WHERE STATUTE (RS. IN LAKHS) DISPUTE IS PENDING

BMC ACT, 1888 Property Tax 14.14 Small Causes Court, Mumbai

(x) The Company neither has accumulated losses at the end of the period, nor incurred cash losses during the current period and the immediately preceding financial year

(xi) Based on the Audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

(xii) According to the information and explanations given to us, the Company has inter alia given loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xiv) During the period, no Term loans were availed by the company.

(xv) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the period for long term investment.

(xvi) The Company has not made any preferential allotment during the period.

(xvii) No securities have been created by issue of debentures during the period.

(xviii) The Company has not raised any money by public issue of shares during the period.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the period.

For C.L. Khanna & Co.

Chartered Accountants

(C.L. KHANNA)

Place: Mumbai Proprietor

Date : 3rd January, 2012 Membership No. 004988

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Zenith Infotech Limited Mumbai as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conduct 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 of the said Order.

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

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report 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 as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s1 March 2010 from being appointed as a Director in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other 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 Profit and Loss Account, of the profit for the year ended on that date, and

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

ANNEXURE TO THE AUDITORS REPORT Re: Zenith Infotech Limited

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Companys business activities during the year is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year ended on 31st March 2010.

(ii) In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars, including quantitative details wherever feasible and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management during the year and the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of Inventories:

(a) The stocks have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures 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.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to information and explanations given to us, the Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of particulars of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956; *

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and services and sale of goods, and services aggregating during the year in excess of Rs. 5 Lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices of such goods, or services or the prices of which transaction for similar goods, or services have been made with other parties.

(vii) The Company has not accepted any deposits from the public, consequently the provisions of Section 58A, Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(viii) The Companys internal audit work is being carried out by M/s SRM & Co., Chartered Accountants, Mumbai. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Cess, Service tax and any other statutory dues with the appropriate authorities during the year.

(b) Disputed sales tax dues of Rs. 16.50 lakhs have not been deposited since the matter is pending with the Authorities concerned.

(x) The Company neither has accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately preceding financial year

(xi) Based on the Audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

(xii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xiv) During the year, no Term loans were availed by the company.

(xv) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment .

(xvi) The Company has not made any preferential allotment during the year.

(xvii) No securities have been created by issue of debentures during the year.

(xviii) The Company has not raised any money by public issue of shares during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For C.L. Khanna & Co. Chartered Accountants

Place: Mumbai C.L. KHANNA

Date: 29th May, 2010 Proprietor Membership No. 004988