Softrak Venture Investment Ltd

Auditors’ Report to the members of SOFTRAK VENTURE INVESTMENT LIMITED

We have audited the attached Balance Sheet of Softrak Venture Investment Limitedas at March 31, 2012, and the Profit and Loss Account for the year ended on thatdate, annexed thereto. These Financial Statements are the responsibility of theCompany’s Management. Our responsibility is to express an opinion on these FinancialStatements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the Financial Statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the Financial Statements. An audit also includes assessing the Accounting Principlesused and significant estimates made by Management, as well as evaluating the overallFinancial Statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

As required by the Companies (Auditor’s report) Order, 2003 issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956and on the basis of such checks of the books and records of the Company as wer consideredappropriate and according to the information and explanations givent to us, we enclose inthe Annexure a statement on the matters specified in paragraphs as under of the saidorder.

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 ourknowledge and belief were necessary for the purposes of our audit;

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

(c) The Balance Sheet and Profit and Loss Account referred to in this report are inagreement with the books of account;

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by thisreport are in compliance with the Accounting Standards referred to in Section 211(3C) ofthe Companies Act, 1956.

(e) On the basis of the written representations received from the Directors, as on 31stMarch, 2012, and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2012 from being appointed as a Director interms of Clause (g) of Sub-Section (1) of Section 274 of Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said Balance Sheet and Profit & Loss Account, give theinformation required by the Companies Act, 1956, in the manner so required and give astrue and fair view in conformity with the Accounting Principles generally accepted inIndia:

(i) In so far as it relates to the Balance Sheet, of the state of affairs of theCompany as at March 31, 2012;

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

Annexure referred to in paragraph II of our report of even date

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

(b) All fixed assets have not been physically verified by the management during theyear but there is a regular verification which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets. As informed, no materialdiscrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(2) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification.

(3) As informed to us, the Company granted or taken any loans, secured or unsecuredto/from companies, firms or other parties covered in the register maintained under section301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, thereis an adequate internal control system commensurate with the size of the Company and thenature of its business, for the purchase of inventory and fixed assets and for the sale ofgoods and services. During the course of our audit, no major weakness has been noticed inthe internal control system in respect of these areas.

(5) According to the information and explanations given to us, the Company has notentered into any transaction that needs to be entered into the register maintained undersection 301 of the Act.

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

(7) In our opinion, the Company has an internal audit system commensurate with the sizeand nature of its business.

(8) To the best of our knowledge and as explained, the Central Government has notprescribed maintenance of cost records under clause (d) of sub-section (1) of section 209of the Companies Act, 1956 for the products of the Company.

(9) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, Investor education and protection fund,employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customsduty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, employees’ state insurance, income-tax,wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dueswere outstanding, at the year end, for a period of more than six months from the date theybecame payable.

(c) According to the records given by the Company, no dues outstanding of sales-tax,Investor education and protection fund, income-tax, custom duty, wealth-tax, excise dutyand cess on account of any dispute:

(10) The Company’s accumulated losses at the end of the financial year are notless than fifty percent of its net worth. Further, the Company has not incurred anycash losses in the current financial year.

(11) Based on our audit procedures and as per the information and explanations given bythe management, there is no Outstanding Balance of secured loans.

(12) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debentures and other securities.

(13) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’sReport) Order, 2003 (as amended) are not applicable to the Company.

(14) In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor’s Report) Order, 2003 (as amended) are not applicable to theCompany.

(15) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.

(16) In our opinion and according to the information and explanations given to us bythe management, term loans are applied for the purpose for which the loans were obtained.

(17) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment

(18) The Company has not made any preferential allotment of shares to parties orcompanies covered in the register maintained under section 301 of the Companies Act, 1956.

(19) The Company has not issued any debentures during the year.

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

(21) During the course of our examination of the books and records of the Company,carried out in accordance with the auditing standards generally accepted in India, we haveneither come across any instance of fraud on or by the Company, noticed or reported duringthe year, nor have we been informed of such case by the management.