Auditor Report of Atcom Technologies Ltd.

Mar 31, 2024

We were engaged to audit the accompanying statement of standalone financial results of
Atcom Technologies Limited (‘the Company’) for thequarter and year ended March 31, 2024
(‘the statement’) attached herewith, being submitted by the Company pursuant to the requirement
of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended.

In absence of any sufficient appropriate audit evidences regarding certainty, quantum and time
frame for recovery from Trade receivable, Loan to subsidiary (including interest), outcome of
pending legal action initiated against debtors and legal cases/ / insolvency proceedings initiated
by banks against company for recovery of loans and possession of Company''s properties,
transfer of banks dues in favor of ARC, other factors such as non-availability of confirmations of
Trade Receivables, Trade payables, Borrowings and bank accounts, non-payment of Trade
payables and other liabilities including statutory dues, non-availability of finance due to
recalling of the bank finance and attachment of bank accounts by Income tax department
against its dues, impact of actions and forthcoming actions that may be taken by various legal
and statutory authorities due to various factors mentioned herein etc and in view of multiple
uncertainties as stated above we are unable to determine the possible effect on the financial
result and ability of the company to continue as a going concern.

Because of the significance of the matters described in the Basis of Disclaimer of Opinion section
of our report, absence of sufficient appropriate audit evidences and Material uncertainty related
to Going Concern paragraph below, it is not possible to form an opinion on the financial results
due to the potential interaction of the uncertainties and their possible cumulative effect on the
standalone financial results. Accordingly, we do not express an opinion on the standalone
financial results.

Basis of Disclaimer of Opinion

(a) The company has not translated following monetary items denominated in foreign currency as
at year ended closing rate and has been carried forward at the rate as at 31st March 2015, 31st March

2016, and / or 31st March 2017, which is not in accordance with Ind-AS -21 "The Effect of changes
in Foreign Exchange Rates" and accounting policy followed by the Company.

Basis for Qualified Opinion

1. the company has accumulated losses and its net-worth has been substantially recorded. The
Company is currently under liquidation in the High Court. Further the Company has also filed
a scheme of rearrangement & compromise with the NCLT. These conditions state that a
material uncertainty exists that may cast significant doubt on the entity’s ability to continue as
a going concern.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

The matters described under the Basis for Qualified Opinion section were determined to be key
audit matters to be communicated in our audit report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance
and Shareholder’s Information, but does not include the standalone financial statements and our
auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during the course

of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements.

The Company’s Board of Director sis responsible for the matters state din section134(5) of the
CompaniesAd,2013(“theAd”)withrespedtothepreparationofthesestandalonefmandalstatementst
hatgiveatrueandfairviewofthefinancialposition,financialperformance,changesinequityandcashflo
wsofthe Company in accordance with the accounting principles generally accepted in India,
including the accounting Standards specified under section 133 of the Act. This responsibility also
include maintenance of adequate accounting records in accordance with the provision soft he Act
for safeguarding of 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;

anddesign,implementationandmaintenanceofadequateinternalfinancialcontrols,thatwereoperating
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 materialmisstatement,whetherduetofraudorerror.

Inpreparingthefinandalstatements,managementisresponsibleforassessingtheCompany’sabilitytoc
ontinueasagoingconcern,disclosing,asapplicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Ourobjectivesaretoobtainreasonableassuranceaboutwhetherthefinancialstatementsasawholeare
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

As per rule 11(g) of the Companies Rules, 2014 we report that the company has provided sufficient
and appropriate evidence to verify software used to maintain audit trail records. On test check basis
we state that the transactions are covered in audit trail feature

Report on Other Legal and Regulatory Requirements

1 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
in so far as it appears from our examination of those books;

c The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the relevant books of account.

d In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian
Accounting Standards prescribed under section 133 of the Act read with relevant rules
issued thereunder.

e On the basis of the written representations received from the directors as on 31^stMarch,
2024 and taken on record by the Board of Directors, none of the directors is disqualified as

st

on 31 March, 2024 from being appointed as a director in 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 “AnnexureA”

g With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule11oftheCompanies(AuditandAuditors)Rules,2014,asamended,inouropinionandtotheb
est of our information and according to the explanations given to us:

(i) TheCompanyhasdisclosedtheimpactofpendinglitigationsonitsfinancialpositioninits
standalone Ind AS financial statements. Refer Notes to the standalone Ind AS
financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeablelosses.

(iii) There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company during the year ended

st

31March,2024.

2 With respect to the matter to be included in the Auditor’s Report under section 197(16) of the
Act: In our opinion and according to the information and explanations given to us,
theCompany has

notpaidanyremunerationtoitsdirectorsduringthecurrentyear.Thereforecommentonwhetherthere
munerationpaidtoanydirectorisinexcessofthelimitlaiddownundersaidsectionoftheAct has not
beengiven.

3. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the
Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a
statement on the matters specified in paragraphs 3 and 4 of the Order.

For Gada Chheda & Co. LLP
Chartered Accountants

Ronak Gada
Designated Partner
Membership No. 146825
Firm’s Registration No. W100059

Place of Signature: Mumbai

Date:29/05/2024

UDIN:24146825BKCUWJ6144

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Atcom Technology Limited (''the Company''), which comprise the Balance sheet as at 31 March 2013, and the Statement of Profit and Lass and the Cash Flow Statement for the year then ended, and a summary off significant accounting policies and ether explanatory inform action,

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 2013 of Section 211 of the Companies Act, 1966 (''the Act'') This responsibility includes the design implementation and maintenan.ee the internal control relevant to the preparation anal presentation of the financial statements that give a true made fair view and arc free from material nuns statement, whether due to fraud Cir 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 retirements and plan and perform the audit to obtain reasonable assurance about whether 1 he Financial statements are free from material misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement* The procedures sedated depend can the auditor''s judgment. including the assessment of the risks of material statement of the financial statements, whether due to fraud orator. In making those reassessments, the auditor considers internal control reward to the Company''s preparation and fair presentation of the binaural statements In Order to design audit procedure the tare .appropriate in the circumstances. An audit also Includes evaluating the appropriateness of accounting policies used and the reasonableness of the demounting, 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 our information and according to the explanations given to us, the financial statements Rive the promotion required by the Aft in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in case of the Balance sheet of the state of affairs of the company as at March 2013;

ii. in case of the statement of profit and loss of the profit of the company for the year ended on that date; and

iii. in case of the cash flow statement of the flows of the company for the year ended on that date;

REPORT OH OTHER Legal AND REGULATOR Y REQUIREMENTS

1. As required by the Companies (Auditors'' Freeport) Order. 1,00,000th e Order issued by the Central Government of India in terms of Sub- Sect :on {4A] of Section ill of the act, we give in the Annexure a statement on the matters specified In paragraphs 4 and S of the said Order.

2. As required by section 2 27 (3) of the act, we report that:

a. We have obtained a lithe information and explanations which Co 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 these books

c. The Balance sheet, the Statement of Profits& Loss Account and the Cash flow statement referred to in report are in a agreement with turn this report are in agreement with the books

d. In our opinion, the Balance Sheet, the Statement of Profit & Loss Account antlike Cash Flow Statement have been prepared in comply with the Accounting and the cash referred In Sub- Section (3C) Of Section 211 of the act; and

e. On the bastes of the Written representations received from the Directors Of the company, as of 31st March, 2013 are taken on retard by, the Board of Directors, we report that none other Directors is disqualified as on 31st March, 2013 from being appointed as a Director in terms of clause (g) of sub- section (1} of Section 27 4 of the Act.

(Referred to in paragraph of the Auditors'' Report of even date to the members of Atoom Technologies Limited on the accounts for two period ended 3Isn March, 2013.}

1) (a) The Company has maintained proper records to show t:ie lull particulars of agents including -quantitative details and situation of fixed assets but the updating of the same is still in process.

(ij) The fixed assets have been physically verification by the management and no material discrepancies were noticed on such verification.

(c) In Our opinion, and according to the information and explanations given to us a substantial part Of fixed asset has not been discoed by the Company during the year.

2) (a) Inventories have been physically verification during the year by the management in our opinion the frequency of verifications reasonable.

(b] The procedure physical verification of Inventory followed by the management is a equate in relation to the size of the company to the nature of business.

(c) The Company in maintaining the proper record; of inventory No discrepancies noticed on Verification between the physical stocks and book records.

3) (a) The Company has not granted loan to Companies, Films or other parties care red in the register marital under section 301 to the Compares Act 1956.

(b) The Company has not taken loan from companies firm or other parties towered the register maintained under section 301 of the Composes Act. 1356.

4) In our coin ion and according to the information and explanations given to us, there are adequate internal; control priced Lifts commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control procedures.

5) {a) In bur opinion and according to the Information and explanations given to us, there are no transaction made In pursuance of (mitigate or arrangements enter in the register maintained under section 3D of the Companies Act 1956.

(b) In our opinion, and according to the information and emanations given to us, the transactions of purchase of Foods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to In (a) above and exceeding the vaguer of Rs. 5 facts with any party during the year have been made at ponies which are reasonable having regard to the prevailing market price at the relevant time.

6)In our opinion. and according to the diner Mallon and explanations given to us. directives issued by the Reserve limited of India and the pavestones of sec Lions Section SSA and 58AA or any other relevant provisions of the Companies Act, 1356 and the rules framed there under, To the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company taw Board, National Company Limited Tribunal or Reserve Bank of India or any court other Tribunal.

7)The Company did not have an Internal audit system during the year.

S) We are informed that the maintenance of east records has not been by the Central Government under section 209 (1) (d) of the Companies Act, 1956. in respect of Company product

9) (a) The Company is regular in depositing under is putted statutory dues with the a appropriate authority.

(b) According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident limited Investor Education and Protection Fund, Employees State Insurance, Income'' tax. Safes Tax, Custom Duty, Excise Duty, Cess which have not been deposit ted cm account of any dispute, ewe at mentioned as below.

L Income Tax dues to the extent of Rs. 3,02,51.440/-pending before ITAT.

2, Income tax dues to the extent of Rs 1,90,94,077/- pending before ClT (Appeal).

3, Excised Duty to the extent of Rs 4.89,95442/-pending before CE5AT

4. Sales Tax to the eaten t of Rs. 30,36,7l4/- (Appeal)

5. DGFT/ Custom Duly to the extent of Rs.51,08,995/-

6 Provision for Employees Gratuity / Pending claim for PF / E5IC/LWF

1. Others various case pending for Lower court / High Court/in all over India Pending recovery suit / Wending up petitions from unsecured crediting.

The Company has not incurred say cash losses during the financial year covered by our audit. However the Company had incurred cash losses in immediately preceding financial year.

10) The Company defaulted in repayment of dyes to the financial Institutions, Banks and detente holders. the period of default more than 365 days in each case.

11) The Company limas not granted any loans and advances on tied basis of security by way of pledge of shares, debenture sand other securities.

12) The provisions of any loans and advances on the basis of security by way of pledge of shares fund are applicator to the company

13) unit opinion, the Company''s not dealing in or trading in shares, debenture sand stone- investments.

14) The Company has not given any during the year.

15) The Company has not raised any term loans.

16) The company has not issued any money by way of public issue during the year.

17) The Company has not raised any money by way of public issue during the year.

18) The Company ha; not made any preferential allotment of shares during the year.

19) As per the information and explanation given to us no Maternal fraud on or by the Company has been noticed during the year.

for G. C.Pate I & Co,

Chartered Accountant

FRM: 113693W

sd/-

Gnaneshwar C Patel

Place: Mumbai Partner

Dated:30th May, 2013 Mem,N0.047327

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Mar 31, 2011

We have audited the attached Balance Sheet of Atcom Technologies Limited as on 31st March, 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have 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 disclosure 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 of our opinion.

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 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in the below paragraphs.

Further to our comments in the Annexure referred to in paragraph 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. Profit and Loss Account and Cash Flow statement referred to in this report are in agreement with the books of accounts

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act.

e. On the basis of the written confirmation received from the Directors and taken on records by, the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act. 1956;

f. The accounts of the Company prepared on going concern basis.

g. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

ii In so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date. iii In so far it relates to the Cash Flow statement, of the cash flow of the Company for the year ended on

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph of the Auditors' Report of even date to the members of Atcom Technologies Limited on the accounts for to period ended 31st March, 2011.)

1) (a) The Company has maintained proper records to show the full particulars of assets including quantitative details and situation of fixed assets, but the updating of the same is still in progress.

(b) The fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

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

(b) The procedure of physical verification of Inventory followed by the management is adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining the proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3) The Company has not granted interest free loan to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control procedures.

5) (a) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements enter in the register maintained under section 301 of the Companies Act 1956.

(b) In our opinion, and according to the information and explanations given to us, the transactions of purchase of goods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion, and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) The Company did not have an internal audit system during the year.

8) We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, in respect of Company's product.

9) (a) The Company is regular in depositing undisputed statutory dues with the appropriate authority.

(b) According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax. Sales Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except mentioned as below.

1. Income Tax dues to the extent of Rs.30251440/-pending before ITAT.

2. Income Tax dues to the extent of Rs.19094077/- pending before CIT (Appeal).

3. Excise Duty to the extent of Rs.48996442/- pending before CESAT.

4. Sales Tax to the extent of Rs.3036714/- (Appeal)

5. DGFT/ Custom Duty to the extent of Rs.5108995/- 10) The Company has not incurred any cash losses during the financial year covered by our audit.

However the Company had incurred cash losses in immediately preceding financial year.

11) The Company has defaulted in repayment of dues to the financial institutions, Banks and debenture holders. The period of default is more than 365 days in each case.

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

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

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

15) The Company has not given any guarantees during the year.

16) The Company has not raised any term loans.

19) The company has not issued any debentures during the year

20) The Company has not raised any money by way of public issue during the year.

21) The Company has not made any preferential allotment of shares during the year.

22) As per the information and explanation given to us no material fraud on or by the Company has been noticed during the year.

For Jain Anil & Associates

Chartered Accountant

Sd/-

(Anil Jain)

Place : Mumbai Partner

Dated : 30th May, 2011 Membership No. 39803

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Mar 31, 2010

We have audited the attached Balance Sheet of Atcom Technologies Limited as on 31st March, 2010 and also the Profit & Loss Account of the Company for the year ended 31st March, 2010. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have 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 of our opinion.

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 of India (the act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph one 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, Profit & Loss Account referred to in this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Profit & Loss Account have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act.

e. On the basis of the written confirmation received from the Directors and taken on record by, the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st 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;

f. The accounts of the Company prepared on going concern basis.

g. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read with the significant accounting policies together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

(ii) In so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date

For Jain Anil & Associates

Chartered Accountants

Sd/-

(Anil Jain) Membership No. 39803 Place: Mumbai Date : 01 July 2010

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Mar 31, 2009

We have audited the attached Balance Sheet of Atcom Technologies Limited as on 31" March 2009 and .so the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India Those standards require that wo 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 disclosure 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 of our opinion.

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 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in the below paragraphs.

Further to our comments in the Annexure referred to in paragraph 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;

cThe Balance Sheet. Profit and Loss Account and Cash Flow statement referred to in this report are in agreement with the books of accounts

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act

e. On the basis of the written confirmation received from the Directors and taken or. records by, the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act. 1956;

f. The accounts of the Company prepared on going concern basis.

g. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009 and

ii In so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

iii In so far it relates to the Cash Flow statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph of the Auditors Report of even date to the members of Atcom Technologies , Limited on the accounts for to period ended 31st March, 2009.)

1) (a) The Company has maintained proper records to show the full particulars of assets including j

quantitative details and situation of fixed assets, but the updating of the same is still in progress.

(b) The fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

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

(b) The procedure of physical verification of Inventory followed by the management is adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining the proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3) a) The Company has not granted interest free loan to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. The company has not taken Inter corporate deposits in the nature of unsecured loans from the parties covered in the register maintained under section 301 of the Companies Act 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control procedures.

5) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements enter in the register maintained under section 301 of the Companies Act 1956.

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

7) The Company did not have an internal audit system during the year.

8) We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956, in respect of Companys product.

9) a) The Company is regular in depositing undisputed statutory dues with the appropriate authority.

b) According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax. Sales Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except mentioned as below.

1. Income Tax dues to the extent of Rs. 30251440/-pending before IT AT.

2. Income Tax dues to the extent of Rs. 19094077/- pending before CIT (Appeal).

3. Excise Duty to the extent of Rs. 48996442/- pending before CESAT.

4. Sales Tax to the extent of Rs. 3036714/- (Appeal)

5. DGFT/ Custom Duty to the extent of Rs. 5108995/-

10) The Company has not incurred any cash losses during the financial year covered by our audit. However the Company had incurred cash losses in immediately preceding financial year.

11) The Company has defaulted in repayment of dues to the financial institutions, Banks and debenture holders. The period of default is more than 365 days in each case.

12) The Company has nut granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15) The Company has not given any guarantees during the year.

16) The Company has not raised any term loans.

19) The company has not issued any debentures during the year

20) The Company has not raised any money by way of public issue during the year.

21) The Company has not made any preferential allotment of shares during the year.

22) As per the information and explanation given to us no material fraud on or by the Company has been noticed during the year.

For Jain Anil & Associates Chartered Accountants sd/- (Anil Jain) Place: Mumbai Partner

Dated : 1st July 2009 Membership No. 39803

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Mar 31, 2000

We have audited the attached Balance Sheet of ATCOM TECHNOLOGIES LIMITED as at 31st March, 2000 signed by us under reference to this report and the related Profit and Loss Account (annexed thereto) for the year ended on that date.

We report as under :

I. Our report as required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 and based on appropriate tests of available books and records and the information and explanations (including representation) given to us by the management, is set out in the annexure.

II. Further to our comments in the Annexure referred to in paragraph above:

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 the law, have been kept by the company so far as appears from our examinations of such books;

c) the Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account.

d) in our opinion, the profit and loss account and balance sheet comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

e) As mentioned in Note No. 2(c) we have relied upon managements assessment about the date of commencement of commercial production in respect of the cost of plant and building capitalized during the year. Further, as mentioned in Note No. 5 on the accounts, excise duty liability of Rs. 53.18 lacs on stock of finished goods is neither provided for, nor considered for valuation of stock. This practice, though does not have any impact on the profit for the year, is not in conformity with the relevant guidance notes issued by Institute of Chartered Accountants of India.

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required except that the details of goods traded in have not been furnished and are merged with materials consumed. We further report that as mentioned in Note No. 2 (a) no provision has been made against fall of Rs. 2.28 crores in the value of investments as the management does not consider the fall as of permanent nature and as mentioned in Note No. 2(b), certain accounts are subject to reconciliation and confirmation. Subject to these observations the said accounts give a true and fair view :

(1) in so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2000 and

(2) in so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ATCOM TECHNOLOGIES LTD.

1. We are informed that the Company is compiling necessary details to maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that the assets have been physically verified by the management during the year on which no material discrepancies observed.

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

3. We are Informed that the stocks of finished goods and raw materials have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

4. The explained procedure and method of physical verification of stocks followed by the Management appears to be reasonable and adequate in relation to the size of the Company and the nature of its business.

5. We are informed that the discrepancies noticed on verification between the physical stocks and book records were not material.

6. On the basis of our examinations of stock records, we are of the opinion that the valuation of stock is fair and proper, in accordance with the normally accepted accounting principles and is on the same basis as was in the preceding year.

7. In respect of interest free loan taken by the Company required to be listed in the register prescribed under section 301 of the Companies Act, 1956, the other terms and conditions of loans were not prejudicial to the interest of the Company.

8. In respect of interest free loan given by the Company required to be listed in the register prescribed under section 301 of the Companies Act, 1956, the other terms and conditions of loans were not prejudicial to the interest of the Company.

9. In respect of interest free loans and advances in the nature of loans given to employees, recovery of principal amounts, wherever stipulated, is regular.

10. There existing internal control procedures with regard to purchase of raw materials, service components, plant and machinery equipment and other assets and for the sale of goods need to be formally documented and strengthened to be commensurate with the size of the Company and nature of its business.

11. In respect of the transactions of purchase and sale of materials made in pursuance of contract or arrangements required to be entered in the register maintained under section 301of the Companies Act, 1956 and aggregating to Rs.50,000/- or more, the prices were not comparable as similar goods were not purchased from any other party or sold to any other party.

12. We are informed that the Company has a regular procedure for the determination of unserviceable or damaged raw materials, service components and finished goods and provision has been made in the accounts for loss arising on items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A of the Companies (Acceptance of Deposits) Rules 1975, with regard to the deposits accepted from the public.

14. We are informed that the Companys activities do not generate any realisable scrap or any realisable by-product.

15. The Company does not have any internal audit system.

16. We are informed that no cost records are required to be maintained by the Company under section 209(1)(d) of the Companies Act, 1956.

17. The Company has been regular in depositing provident fund and employees state insurance dues with the appropriate authorities, except that contribution to provident fund amounting to Rs. 747/- is the only arrears as at 31 st March, 2000.

18. According to the information and explanation given to us, except sales tax dues of Rs. 119191/- there are no other undisputed amounts payable in respect of income-tax, wealth-tax, custom duty and excise duty, outstanding as at 31st March 2000 for a period of more than six months from the date they became payable.

19. During the course of audit which was carried out in accordance with the generally accepted auditing practices, it was observed that no personal expenses of employees or Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

20. The Company is not 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. We are informed in respect of items traded in by the Company, no goods were determined as damaged.

For HARIBHAKTI & CO., Chartered Accountants,

(CHETAN DESAI) Partner

Place : Mumbai Dated : 31st August, 2000