Management's Responsibility for (Standalone) the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating 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 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 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 financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, 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 qualified audit opinion

Basis for Qualified Opinion

1. Note No. 4 in the financial statement which indicates that the Company has accumulated losses of Rs. 35,50,48,911/- and its Net worth has been substantially eroded, the Company has incurred a net loss of Rs. 1,26,16,970/- during the current financial period and Rs. 1,26,07,664/- in the previous years and the Companies current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in the Notes to the accounts, indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. However as per the representation made by the management they have received enquiries from the patients from India & abroad for their medical treatment who would use the newly design Website of the Company and are also getting excellent response from the hospitals to associate with the company for patient referrals. But in our opinion the income from this business is uncertain. The financial statements of the Company has been prepared on a going concern basis for the reasons stated in the said Note.

2. Note no. 13, the company has net deferred tax assets Rs. 14,18,07,674, as on 31st March, 2015. Since there was unabsorbed depreciation & accumulated losses of Rs. 34,24,31,941/- as on 30.06.2014 and has also incurred losses of Rs. 1,26,16,970/- during the period 01.07.2014 to 31.03.2015. Further, the management does not have sufficient reasons supported by the convincing evidences that the company will have sufficient taxable income in the future against which the said deferred tax asset could be realised. Had the company transferred the said deferred tax asset of Rs. 14,18,07,674/- to the profit and loss account then the loss would have been higher by same amount.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis For Qualified Opinion Paragraph, the aforesaid 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 March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the Loss for the period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2015 (" the Order), issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that :

a) We have sought and except for the possible effect of the matter described in the Basis for Qualified Opinion above 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 except for the effect of the matters described in the Basis for Qualified Opinion paragraph above 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, the 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, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matters described in Basis for Qualified opinion paragraph above, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. As informed by the management, there was no litigations pending against the company as on the date of its financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred to the Investor Education and Protection Fund.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 under the heading "Report on other Legal and Regulatory requirements" of our Report of even date to the members of M/S STG LIFECARE LIMITED (Formerly Known as Software Technology Group International Limited) on the accounts of the company for the year ended 31st March, 2015 On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

(I) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(ii) a) The management has conducted physical verification of inventory of books held as stock-in-trade at reasonable intervals.

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 no material discrepancies were noticed on physical verification.

(iii) a) The Company has not granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the companies Act, 2013.

b) The Company had taken unsecured loans from a Director covered in the register maintained under section 189 of the companies Act., 2013. The amount involved during the period was Rs. 53.11 Lacs and the period end balance of loan taken from such Director was Rs. 428.46 Lacs.

c) The Loan taken by Company from its Directror's are interest free, So, in our opinion the terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the Company.

d) There are no stipulated terms of Payment thus the overdue amount cannot be determined

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 or the Companies (Acceptance of Deposit) Rules 2014 or the directives issued by the Reserve Bank of India apply.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act

(vii) a) According to the books and records as produced and examine by us in accordance with generally accepted auditing practices in india and also based on management representations, undisputed statutory dues as on 31.03.2015 towards Income tax deducted at sources of Rs. 41.94 lacs, Provident Fund of Rs. 0.06 Lacs, Employees' State Insurance of Rs. 7.04 Lacs, Service Tax of Rs. 147.84 Lacs have not been deposited with the appropriate authorities.

b) According to the information and explanation given to us, there are no dues of Sales Tax, Custom Duty, Excise duty, Wealth Tax, cess which have not been deposited on account of any dispute except the following

Nature of Statute       Nature of Dues                     Amount (Rs.)

Income Tax Act, 1961    Income Tax u/s 143 (3)              8,32,030/-

Income Tax Act, 1961    Income Tax demad                    94,89,090/-
                        u/s 143(1) Asstt year 2010-11

Nature of Statute             Forum where dispute is pending

Income Tax Act, 1961          CIT (Appeals )

Income Tax Act, 1961          Rectification
                              u/s154 of Income Tax Act. Filed.

(c) There has not been an occasion in case of the Company during the period under report to transfer any sums to the Investor Education and Protection Fund.

(viii) The Company has been registered for more than 5 years as on 31st March, 2015 and its accumulated losses of Rs. 3550.49 Lacs at the end of the financial period on 31st March, 2015. The Company has accumulated losses more than 50% of its net worth as at 31.03.2015. The company has also incurred cash losses of Rs. 67.73 Lacs during the financial period 01.07.2014 to 31.03.2015 and also in the immediately preceding financial year of Rs. 102.94 Lacs.

(ix) According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

(x) In our opinion, and according to the information and explanations given to us,the Company has not given any guarantee for loan taken by others from a bank or financial institution during the period.

(xi) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the period.

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the management.

                                            For H.K. BATRA & Associates
                                                  Chartered Accountants
                                                            FRN:009889N

Place : New Delhi                                         (H. K. BATRA)
Date : 16.05.2015                                              Partner
                                                          M. No:088790