SAKSOFT Auditors Report

Independent Auditor''''s Report

To

The Members of Saksoft Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Saksoft Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''''s Responsibility for the Standalone Financial Statements

The Company''''s Board of Directors is responsible for the matters stated in Section 134(5)of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company''''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''''s Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its 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 ,2016(''''the Order''''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraph 3 and 4 of the said Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director i n terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure!

g) With respect to the other matters to be included in the Auditor''''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the financial statements- Refer Note 22(a) to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(i) a. The Company has maintained proper records showing full

The Annexure referred to in Independent Auditors'''' Report to the members of the company on the standalone financial statements for the year ended 31st March, 2016, we report that:

particulars, including quantitative details and situation of fixed assets.

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. The Company does not have any immovable properties, hence this clause is not applicable.

(ii) The Company is a service company, primarily rendering software development and support services. Accordingly it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) (a) and (b) of the Order is not applicable.

Name of the statute		Nature of dues	Amount Disputed (Rs,)	Amount Paid (Rs,)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act,	961	Income tax dues	22,783,883	15,379,843	Financial year 2008-09	Appeal filed before the ITAT Chennai.
Income Tax Act,	961	Income tax dues	1 7,74,972	Nil	Financial year 2010-11	Appeal filed before the CIT(A)-XV Chennai.
Income Tax Act,	961	TDS Dues	5,332,588	Nil	Financial years 2011-12, 2010-11,2009-10,2008-09 and prior years.	Rectification petition filed before the Assessing Officer.
The Finance Act,	1994	Service Tax dues	32,609,738	2,500,000	October 2004 to March 2009	Customs, Excise & Service Tax Appellate Tribunal, Chennai.

(iv) The Company has not advanced any loans. In respect of investments and guarantee, provisions of Section 185 and 186 of the Companies Act, 2013 has been complied.

(v) The Company has not accepted any deposits.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for any of the services rendered by the company.

(vii) a) According to the information and explanations given to us and based on our examination of the records of the company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Service Tax, cess and other statutory dues with the appropriate authorities and there are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Income tax, Service tax, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise any money by way of Initial Public Offer or further public offer (including debt instruments) or term loans during the year.

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

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us and based on our examination of the records of the company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi)The Company is not required to be registered under section 45-1A of the Reserve Ba n k of I ndia Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Saksoft Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''''s Responsibility for Internal Financial Controls

The Company''''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'''' Responsibility

Our responsibility is to express an opinion on the Company''''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Suri & Co.

Chartered Accountants

Firm Registration No. 004283S

S. Ganesan

Place: Chennai Partner

Date : 27th May, 2016 Membership No.018525

We have audited the accompanying standalone financial statements of
Saksoft Limited ("the Company"), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5)of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 ofthe Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness ofthe accounting records,
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 standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder:

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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 the 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 financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company''s
Directors, 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 on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its 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 2015(the
Order''), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraph 3 and 4 of the said
Order to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 1 1 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in the financial statements- Refer Note 23(a) to the
standalone financial statements.

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company

Annexure to the Auditors'' report (Referred to in our report of even
date)

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

b. The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified over a period of
two years. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.

(ii) The Company is a service company primarily rendering software
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 3(ii) of the Order is not
applicable.

(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii)
(a) and (b) of the Order is not applicable.

(iv) The company has adequate internal control system commensurate
with the size of the company and the nature of its business, for
purchase of fixed assets and for sale of services.

During the course of audit, we have not observed any major weakness in
internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost
records under sub-section (1) of section 148 of the Companies Act, 2013
in respect of the activities of the Company

(vii) a. The company is regular in depositing undisputed statutory
dues including Provident Fund, Income Tax, Service Tax, cess and other
statutory dues with the appropriate authorities and there are no
outstanding statutory dues as at the last day of the financial year
concerned for a period of more than six months from the date they
became payable.

b. According to the information and explanations given to us, there are
no dues of Income tax, Service tax, which have not been deposited with
the appropriate authorities on account of any dispute, except as stated
below:

Name of the statute Nature of dues Amount Amount
Disputed Paid

Income Tax Act, 1961 Income tax dues 22,783,883 15,379,843

Income Tax Act, 1961 Income tax dues 5,186,058 Nil

Income Tax Act, 1961 Income tax dues 17,74,972 Nil

Income Tax Act, 1961 TDS Dues 6,403,866 Nil

The Finance Act, 1994 Service Tax dues 32,609,738 2,500,000

Name of the Statute Period to which the Forum where dispute is
amount relates pending

Income Tax Act, 1961 Financial year 2008-09 Appeal filed before the
CIT(A)-VI Chennai.

Income Tax Act, 1961 Financial year 2009-10 Appeal filed before the
CIT(A)-VI Chennai.

Income Tax Act, 1961 Financial year 2010-11 Appeal filed before the
CIT(A)-XV Chennai.

Income Tax Act, 1961 Financial year 2011-12 Rectification petition
2010-11,2009-10 2008-09 filed before the Assessing
and prior years. Officer

The Finance Act, 1994 October 2004 to March Customs, Excise & Service
2009 Tax Appellate Tribunal,
Chennai.

c. In our opinion and according to the information and explanation
given to us, the amount required to be transferred to Investor
Education and Protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made there
under; has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year

(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures during the year

(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of guarantees given by the
Company for loans taken by others from Banks are not prejudicial to the
interest of the Company

(xi) In our opinion and according to the information and explanations
given to us, the term loans availed by the Company have been applied
for the purpose for which they were obtained.

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

For Suri & Co.
Chartered Accountants
Firm Registration No. 004283S

S. Ganesan
Place : New Delhi Partner
Date :25th May 2015 Membership No.018525

Report on the Financial Statements

The Financial Statements of M/S SAKSOFT LIMITED, which comprise the
Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information were
duly approved by the Board of Directors of the Company on 26th May,
2014. These Financial Statements were audited by us and our Audit
Report dated 26th May, 2014 had been issued. Subsequent to the issue of
our Report, the accounts were revised consequent to the receipt of the
order of the Hon''ble High Court of Madras dated 17th July 2014
sanctioning the scheme of amalgamation of Synetairos Technologies
Limited, a wholly owned subsidiary of the Company with itself as
indicated in Note No. 23(b) to the Notes to the Financial Statements
for the year ended 31st March, 2014.

These revised Financial Statements duly authenticated and approved by
the Board of Directors in their meeting on 4th August 2014 have been
audited by us.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;

(b) in the case of the Statement of Profit & Loss, of the PROFIT 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.

Emphasis of Matter

We draw attention to Note No. 23(b) to the Notes to the Financial
Statements regarding the revision of accounts consequent to the receipt
of the order of the Hon''ble High Court of Madras dated 17th July 2014
sanctioning the scheme of amalgamation of Synetairos Technologies
Limited, a wholly owned subsidiary of the Company with itself. Our
opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss and Cash flow
Statement dealt with by this Report are in agreement with the books of
account;

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 read with the
General Circular 15/2013 dated 13th September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
and

e) on the basis of written representations received from the Directors,
as on 31st March, 2014, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2014 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the Act
nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by
the Company.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in our report of even date)

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

b. The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified over a period of
two years. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.

c. Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.

(ii) The Company is a service company, primarily rendering software
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.

(iii) a. 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. Thus, paragraph 4(iii)
(b), (c) and (d) of the Order is not applicable.

b. The Company has taken an unsecured loan from a company covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding during the year is Rs. 250 Million and
the year-end balance of such loan was Rs 220 million.

c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, firms or other 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.

d. The company is regular in the repayment of principal amount as
stipulated and has been regular in the payment of interest.

(iv) The company has adequate internal control system commensurate with
the size of the company and the nature of its business, for purchase of
fixed assets and for sale of goods and services. During the course of
audit, we have not observed any major weakness in internal control
system.

(v) a. The particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956 that are required to be entered
in the register have been so entered.

b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements
entered in the register maintained u/s 301 of the Companies Act, 1956
has been made at prices, that are reasonable having regard to the
prevalent market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) The Company has an internal audit system commensurate with the
size and nature of its business.

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

(ix) a. The company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Income Tax, Wealth Tax, Service Tax, Customs, cess and other statutory
dues with the appropriate authorities and there are no outstanding
statutory dues as at the last day of the financial year concerned for a
period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are
no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty
and Cess which have not been deposited with the appropriate authorities
on account of any dispute, except as stated below:

Name of the statute Nature of dues Amount Amount
Disputed Paid (Rs.)
(Rs)

Income Tax Act, 1961 Income tax dues 22,783,883 15,379,843

Income Tax Act, 1961 Income tax dues 5,186,058 Nil

The Finance Act, 1994 Service Tax dues 32,609,738 2,500,000


Name of the statute Period to Forum where dispute
which the is pending
amount relates

Income Tax Act, 1961 Financial year Commissioner of
2008-09 Income Tax
Appeals-VI Chennai.

Income Tax Act, 1961 Financial year Commissioner of
2009-10 Income Tax
Appeals-VI Chennai.

The Finance Act, 1994 October 2004 Customs, Excise &
to March 2009 Service Tax Appellate
Tribunal, Chennai.

(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis
of security by way of pledging of shares, debentures and other
securities.

(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.

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

(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.

(xvi) Term loan has been utilized for the purpose for which they were
obtained.

(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the
year.

(xx) The Company has not raised any money by public issues during the
year.

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

for Suri & Co.
Chartered Accountants
Firm registration number: 004283S

S. Ganesan
Place: Chennai Partner
Date: August 04, 2014 Membership No: 018525