Auditor Report of Sibar Software Services (india) Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s. SIBAR SOFTWARE SERVICES (INDIA) LTD., 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.

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"). The 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 misstatements.

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

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 31March,2014;

b) in the case of the Statement of Profit and 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.

Report on Other Legal and Regulatory Requirements:

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

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, the Statement of Profit and Loss and Cash Flow Statement, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Company Act 1956.

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, 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 Act

ANNEXURE TO THE REPORT OF THE AUDITORS

M/s Sibar Software Services (I) limited

Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect going concern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable.

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

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased any goods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be entered in the register to be maintained U/S 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us and as shown by the books of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

07. In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records u/ s. 209(1)(d) of the Companies Act, 1956 and hence the Company did not maintained any cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2014 for a period exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited payable in respect of Income-tax, Wealth-tax, Sales-tax, Services-tax, customs duty, excise duty and ces. However, their exists a disputed income tax liability of Rs.144.44 lakhs, which have remained outstanding as at 31st March, 2014.

10. The company has been incorporated for a perid exceeding five years. As per the financial statements, the accumulated losses at the end of the year as 31.03.2014, are Rs.849.31 Lacs which accounts 53.06% of its net worth and the company has not incurred any cash losses during the financial years 2013-2014.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has cleared all the dues with the Bank as such the Question of defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

15 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.

16. According to the books and records examined by us, and information and explanations given to us, the company has not obtained any term loans during the year

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilized for long-term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period under audit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions of clause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management, of any such instance being the noticed or reported during the year.

for Hanumaiah & Co Chartered Accountants Firm Regd. No.009021S

(Sd/-) K.Hanumaiah Partner Membership No.201719

Place : Hyderabad

Date : 31.05.2014

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Sibar Software Services (India) Ltd, as at 31st March, 2010 and the profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the companies (Audits Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose 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 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 it required by law have been kept by the company so far as appears from our examination of those books :

c) The balance sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts :

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred in Section 211- (3C) of the Companies Act, 1956:

e) On the basis of the written representations received from the directors as on 31st March, 2010 and , taken on record by the Board of Directors, we report that None Of the Directors is disqualified to that date from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010; and

ii) in the case of the Profit and Loss Accounts, of the profit/loss for the year ended on that date and

iii) In the case of the cash flow statement of the cash flows for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT I

THE ANNEXURE REFERRED TO IN THE AUDITORS REPORT TO THE MEMBERS OF M/S. Sibar Software Services (India) Ltd for the year ended 31st arch, 2010

1. a) The Company has maintained proper records showing full particulars quantitative details and situation of fixed assets.

b).The fixed assets have been physically verified by the management during the period and on such verification it has been noticed that the fixed assets mostly of computers, electronic items, furniture and fittings etc., which have become obsolent and are not useful. Therefore the Company has written off the total block of assetsamounting to Rs. Nil by providing for full depriciation on the same.

c).The Company is making arrangements for purchase of new computers, infrastructure etc., in the ensuing year without effecting the going concern .

2. The company does not own any stock of inventory as such the verification of the same by the management does not arise.

3. a).According to the information and the explanations given to us, the company has not granted any loans secured or

unsecured to Companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of Clauses 4 (iii) (b), 4 (iii) (c) and 4 (iii) (d) of the order are not applicable

b) According to the information and the explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of Clauses 4 (iii) (f) and 4 (iii) (g) of the order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed asets and for the sale of goods and services. Further during the course of our audit, we have not come across any instances of major weaknesses in internal control that in our opinion, require correction but have so continued without correction.

5. According to the information and explanations given to us, we are of the opinion that the company has not purshased any goods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be entered in the register to be maintained U/S 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 (v) (b) of the order is not applicable.

6. In our opinion and according to the information and explanations given to us and as shown by the books of accounts the Company has not accepted deposits within the meaning Section 58A of theCompanies Act, 1956 and hence compliance of Provisions of Section 58A of the Companies Act 1956 does not arise.

7. In our opinion that the Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government had not prescribed any cost records U/s. 209 (1) (d) of the Companies Act, 1956 and hence the maintenance of cost records does not arises.

9. a).According to the books and records examined by us and the information and explanations given to us, and the

information and explanations given to us, the copany is regular in depositing with appropriate authorities the undisputed statutory dues in respect of provided fund, ESI, wealth-tax, service tax, sales-tax, customs duty and excise duty and there exists an undisputed income-tax liability of Rs. 121.04 lakhs as at the date of the balance sheet under report for the period exceeding six months from the date they became payable.

b). According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited and payable in respect of income-tax, wealth-tax, Service-tax, Sales tax,customs duty and excise duty which have remained outstanding as at 31st March, 2010.

10. The Company has been incorporated for a period exceeding five years, the accumulated losses at the end of the year as on 31.03.2010 are Rs. 435.40 lacs, which accounts 26.79 % of its net worth and the Company has incurred cash losses during the financial years 2009-2010 and 2008-2009.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has not availed any loans from banks & financial institutions during the year.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi, mutual benifit fund or a society. Accordingly the Provisions of Clause 4 (xiii) of the order are not applicable.

14. According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the order is not applicable.

15. 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.

16. According to the books and records examined by us, the company has not obtained any term loan during the year under audit. Accordingly the provision of clause 4 (xvi) of the order is not applicable.

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilised for long term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment of shares has been made by the Company to Companies, forms or other parties listed in the register maintained under section 301 of the Companies Act, 1956

19. According to the information and explanations given to us, the Company has not issued debentures during the period under audit. Accordingly the provision of clause 4 (xix) of the order is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit, Accordingly the provision of clause 4 (xix) of thd order is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of fraud on or by the Company, nor we have been informrd by the management, of any such instance being noticed or reported during the year.

Sd/- xxx

Hanumaiah & Co

Chartered Accountants

Place : Vijayawada (K.Hanumaiah)

Date : 02.09.2010 Partner