Zenith Infotech Ltd Auditor Reports

To the Members of

Zenith Infotech Limited

Report on the Abridged Financial Statements

The accompanying abridged financial statements, which comprise the abridged Balance Sheet as at 30th September, 2013, the abridged statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and related notes, are derived from the audited financial statements of Zenith Infotech Ltd. for the year ended 30^lh September, 2013. We expressed an unmodified audit opinion on those financial statements in our report dated 29^lh November, 2013.

The abridged financial statements do not contain all the disclosures required by the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") applied in the preparation of the audited financial statements of Zenith Infotech Ltd.. Reading the abridged financial statements, therefore, is not a substitute for reading the audited financial statements of the Company.

Managements Responsibility for the Abridged Financial Statements

Management is responsible for the preparation of a summary of the audited financial statements in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and accounting principles generally accepted in India.

Auditors Responsibility

Our responsibility is to express an opinion on the abridged financial statements based on our procedures, which were conducted in accordance with Standard on Auditing (SA) 810, "Engagements to Report on Summary Financial Statements" issued by the Institute of Chartered Accountants of India.

Opinion

In our opinion, the abridged financial statements, prepared in accordance with Rule 7A of the Companies (Central Governments) General Rules and Forms, 1956 read with Companies (Central Governments) General Rules and Forms (Amendment) Rules 2012 are derived from the audited financial statements of Zenith Infotech Ltd. for the year ended 30^th September, 2013 and are a fair summary of those financial statements, in accordance with Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 and accounting principles generally accepted in India.

For C.L. Khanna & Co.

Chartered Accountants

(C.L. KHANNA)

Proprietor

(MEM.SHIP NO.004988)

Place : Mumbai

Date : 29^th November, 2013

Independent Auditors Report

To the Members of

Zenith Infotech Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Zenith Infotech Limited ("the Company"), which comprise the Balance Sheet as at September 30, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements 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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors 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 Companys 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.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2013.

(b) in the case of the Profit and Loss Account, of the loss 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

1. As required by the Companies (Auditors 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.

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches.

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 and with the returns received from branches.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 except as referred to in Notes on Financial Statements and more particularly described hereunder:

The Foreign Currency Convertible Bonds (FCCB) of US$ 26.92 million (due 2011) and US$ 50 million (due 2012) and the accreted value thereon are yet to be repaid. The same have not been restated in accordance with AS11.

e) On the basis of written representations received from the directors as on September 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For C.L. Khanna & Co.

Chartered Accountants

(C.L. KHANNA)

Proprietor

Membership No. 004988

Place : Mumbai

Date : 29th November, 2013

ANNEXURE TO THE AUDITORS REPORT

Re: Zenith Infotech Limited

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Companys business activities during the year is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year ended on 30^th September, 2013.

(ii) In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars, including quantitative details wherever feasible and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management periodically and the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of Inventories:

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

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to information and explanations given to us, the Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) 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 and services.

(vi) In respect of particulars of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts and arrangements that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and services and sale of goods, and services aggregating during the year in excess of Rs. 5 Lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices of such goods, or services or the prices of which transaction for similar goods, or services have been made with other parties.

(vii) The Company has not accepted any deposits from the public, consequently the provisions of Section 58A, Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(viii) The Companys internal audit work is being carried out by M/s SRM & Co., chartered Accountants, Mumbai. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Cess, Service tax and any other statutory dues with the appropriate authorities during the year.

(b) The disputed statutory dues that are pending before appropriate authorities are as under:

NAME OF THE STATURE	NATURE OF DUES	AMOUNT (RS. IN LAKHS)	YEAR	FORUM WHERE DISPUTE IS PENDING
BMC ACT, 1888	Property Tax	14.14	April 2009 To March 2011	Small Causes Court, Mumbai

(x) The Company has accumulated losses at the end of the year. It has incurred cash loss of Rs.8941.04 lakhs during the current accounting year, whereas, it had incurred cash loss of Rs.4681.38 lakhs in the immediately preceding year.

(xi) Based on the Audit procedures and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xiv) During the year, no Term loans were availed by the company.

(xv) According to the records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xvi) The Company has not made any preferential allotment during the year.

(xvii) No securities have been created by issue of debentures during the year.

(xviii) The Company has not raised any money by public issue of shares during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For C.L. Khanna & Co.

Chartered Accountants

(C.L. KHANNA)

Proprietor

Membership No. 004988

Place : Mumbai

Date : 29^th November, 2013