Auditor Report of Crystal Software Solutions Ltd.

Mar 31, 2012

We have audited the attached Balance-Sheet of M/S. CRYSTAL SOFTWARE SOLUTIONS LTD. as at 31st March 2012 and also the Profit & Loss account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order,2003 issued by central government of India in terms of sub-section 4(A) of section 227 of the Companies Act' 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent available.

We have obtained all the information and explanation, which to the best of our knowledge & belief were necessary for the purpose of our audit.

b. In our opinion, the company has kept proper books of accounts as required by Law so far, as appears from our examination of the books.

c. The Balance - Sheet and profit & loss account dealt with by this report are in agreement with the books of account.

In our opinion the profit & loss a/c and Balance - Sheet comply with the requirements of accounting standards referred to in sub-section (3C) of section 211 of the Companies Act'1956.

Based on the representation made by all the directors of the company and the information and explanation as made available to us by the

e. company, none of the Directors of die Company has prima facie any disqualification as referred to in clause (g) of sub - section (1) of Section 274 of the Act.

f. Attention is invited to the note numbers of 3 to 6 given in Note on Accounts.

In our opinion & to the best of our information and according to the explanation given to us, the said accounts read with the notes thereon and particularly subject to:

Note No 3 regarding Sundry Debtors of Rs. 3,37,49,380/- not confirmed by the Debtor, against whom a recovery suit is pending in the Court, give the true & 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 31 st March 2012 and

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

iii) in case of Cash Flow Statement of the Cash Flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT ( 1

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

(b) These Fixed assets have been physically verified by die management at reasonable intervals and material discrepancies if any noticed on such verification, have been properly dealt with in the books of account.

(c) Although substantial part of the fixed asset has been disposed off during the year, the going concern status of the company has not been affected.

(ii). (a) Physical verification of inventory has been conducted on reasonable intervals by die management.

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

(c) The company is maintaining proper records of inventory and material discrepancies if any, noticed on physical verification have been properly dealt with in the books of account

(a) The Company has taken or granted loans from companies, firms or other parties covered in the register maintained under section 301 W' of the Act.

(b) The rate of interest and other terms and conditions of loans given or taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company

(c) As informed to us the payment of principal amount and interest are regular and as per the terms of the loans.

(d) The recovery / payment of principal and interest is regular and in no case overdue amount of Rs. One lac is outstanding in respect of any loans taken or given.

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate (iv). with die si2e of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit,' we have not observed any continuing failure to correct major weaknesses in internal control.

(y). (a) The transactions that are needed, to be entered into a register in pursuance of section 301 of the Act have been properly entered.

(b) In our.opinion and according to the information and explanations given to us, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

The company has not accepted any deposits from the public except from shareholders or their relatives and hence the directives issued by (vi). the Reserve Bank of India and the provisions of sections 58A and S8AA and the rules framed there under are not applicable to the company. No order has been passed by the Company Law Board in this regard. .

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

The Central Govt, has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products dealt with by the company.

(a) In our opinion and according to me information and explanation given to us undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess

(ix). and any other statutory dues have been regularly deposited during the year wim the appropriate authorities and diere are no undisputed statutory dues payable for a period of more than six monuis from the date diey became payable, except as follows: l)Unclaimed Dividend Outstanding Rs.4036/-(since 1993)

(b) In our opinion and according to the information and explanation given to us, there are no dues in respect of sales tax/ income tax/ custom duty/ wealth tax/ excise duty/ cess outstanding at the end of the financial year that have not been deposited on account of any dispute.

The accumulated losses at the end of the financial year are Rs 3,40,74,952/- which is more than 50% of the net worth of the Mmpatffand it has incurred cash loss in the current financial year amounting to Rs.l,49,16,937/-,cash loss in the preceding is Rs.14,31,814/-

The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders during the year, and the (xi). Company has entered in to settlement with Bankers viz.,Abhyudaya Co Op Bank Ltd, and consequantly the bankers have withdrawn all pending cases against the company, including winding up petition.

According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

The company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the clause 4(xiii) of the order is not applicable to the company.

(xiv). During the year under audit, the company has not sold unquoted Investments.

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

(xvi). On the basis of information and explanation given to us, the company has not obtained any term loans during the year.

On the basis of overall examination of the balance sheet of the company, no funds raised on short-term basis have been used for long-term investment and vice versa.

The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section (xvui). 301 of the Companies Act ,1956.

(xix). The company has not issued any debentures so clause 4(xix) of the order is not applicable to the company.

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

Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that on or by the company has been noticed or reported during the course of our audit

FOR & ON BEHALF OF BOARD OF DIRECTORS DIRFCTOR

Place: MUMBAI

Date: 3l-Aug-12

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Mar 31, 2010

1. We have audited the attached Balance-Sheet of M/S. Crystal Software Solutions Ltd. as at 31 st March 2010 and also the Profit & Loss account and cash flow statement of the Company for the year ended on that date annexed hereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order,2003 issued by central government of India in terms of sub-section 4(A) of section 227 of the Companies Act 19S6, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent available.

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

a. We have obtained all the information and explanation, which to the best of our knowledge & 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 the books.

c. The Balance - Sheet and profit & loss a/c and cash flow statement dealt with by this report are in agreement with the books of account.

d. In our opinion the Balance - Sheet and profit & loss a/c and cash flow statement read along with Notes on accounts complies with the requirements of accounting standards referred to in sub section (3C) of section 211 of the Companies Act 1956 except as stated.

e. Attention is invited to the note numbers of 8 to 15 given in Note on Accounts.

f. In our opinion & to the best of our information and according to the explanation given to us, the said accounts read with the notes thereon and particularly subject to:

1. Note No 8 regarding Sundry Debtors of Rs. 3,37,49,380/- not confirmed by the Debtor, against whom a recovery suit is pending in the Court,

2. Note No. 9 according to which the Cash Credit limit of bank of Rs. 3,88,02,735/- (As per bank on 30.6.2000) has turned into a debit balance of Rs. 1,05,72,604/- (As per balance sheet),

3. Note No. 10 where by No interest on above bank loan has been provided and the amount whereof is unascertained,

4. Note No. 11 regarding FDR of Rs. 17,32,877/- appearing in the balance sheet, however, adjusted by the bank against their outstanding Credit Facilities.

5. Note No. 13 a & b regarding Suits pending/lost in various courts against the company for recovery of Rs. 108.1 Lacs & Rs 3.80 Lacs respectively not provided in the books.

6. Note No. 15 about winding up petition against the company admitted by the court.

give the information required by the Companies Act 1956, however we are unable to express our opinion due to serious nature of above remarks on going concern status of the company and a true & 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 31st March 2010 and

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

iii) in case of Cash Flow Statement of the Cash Flow of the Company for the year ended on that date.

5. Based on the representations made by all the directors of the company and the information and explanation as made available to us by the company, none of the directors of the company has prima facie any disqualification as referred to in clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of 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) These Fixed assets have been physically verified by the management at reasonable intervals and material discrepancies if any noticed on such verification, have been properly dealt with in the books of account.

(c) A substantial part of the fixed asset has not been disposed off during the year and die going concern status of the company has not been affected.

(ii) (a) Physical verification of inventory has been conducted on reasonable intervals by the management.

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

(c) The company is maintaining proper records of inventory and material discrepancies if any, noticed on physical verification have been properly dealt with in the books of account

(iii) (a) The Company has not taken or granted any loans from the companies, firms or other parties covered in the register maintained under section 301 of the Act, therefore sub clauses (b), (c) & (d) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) The transactions that are needed, to be entered into a register in pursuance of section 301 of the Act have been properly entered.

(b) In our opinion and according to the information and explanations given to us, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA and the rules framed there under are not applicable to the company. No order has been passed by the Company Law Board in this regard.

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

(viii) The Central Govt, has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products dealt with by the company.

(ix) (a) In our opinion and according to the information and explanation given to us generally undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they became payable, except as follows:

1) Unclaimed Dividend Outstanding -Rs. 4,036/-(Since 1993)

(b) In our opinion and according to the information and explanation given to us, there are no dues in respect of income tax / sales tax/ custom duty/ wealth tax/ excise duty/ cess that have not been deposited on account of any dispute.

(x) The accumulated losses at the end of the financial year are Rs. 1,53,78,730 /- which are less than 50% of the net worth of the company and it has incurred cash losses in the current financial year amounting to Rs. 20,69,290/- however, there was no cash loss in the immediately preceding financial year.

(xi) The Companys Bankers viz., Abhyudaya Co Op Bank Ltd, has filed a claim for recovery of Rs. 3, 88, 02,735.85 in the Co operative Court, however, the company has not accepted the said claim & filed a counter claim against the bank for Recovery of Rs. 59,31,21,475.36 the matter is pending adjudication.

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

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the clause 4(xiii) of the order is not applicable to the company.

(xi v) During the year under audit, the company has not sold unquoted 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. Further guarantee given earlier to the Indusind bank in respect of loans/credit facilities taken by its erstwhile subsidiary viz. Crystal Exim Ltd. has been extinguished by making payment of Rs. 10 Lakhs during the year under audit.

(xvi) On the basis of information and explanation given to us, the company has not obtained any term loans during the year.

(xvii) On the basis of overall examination of the balance sheet of the company, no funds raised on short-term basis have been used for long-term investment and vice versa.

(xix) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures so clause 4(xix) of the order is not applicable to the company.

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

(xxi) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Jain Ambavat & Associates

Chartered Accountants

Firms ICAIRegn No. 103887W

Sd/-

CV.Jain

Partner

M.No.: 36170

Mumbai 11th August, 2010