Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors are responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 ('the Act') that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the respective assets of the Companies included in the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, 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, which have been used for the purpose of preparation of these consolidated financial statements by the Board of Directors of the Holding Company, as aforesaid.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the 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 there under.

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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation and presentation of the consolidated financial statements that give a 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 Holding 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 the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub paragraphs of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Basis of Qualified opinion

The Holding Company had recognized MAT credit entitlement of Rs. 1.98 Crores which has not yet been paid. In our view, pending such payment of taxes, recognition of MAT in the Financial Statements is not appropriate. Had the Company not recognized MAT as aforesaid, the profit for the financial year would have been reduced by Rs 1.98 Crores.

Qualified Opinion

Based on our audit and financial statements compiled and furnished by the management for one component as explained in point 2 of other matters below. In our opinion, Subject to effects of matter described in Basis of Qualified opinion paragraph above and read with points mentioned in Emphasis of Matters paragraph below, the aforesaid Consolidated 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:

1. in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

2. in the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

3. in the case of Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters:

1. We draw attention to note no. 22(9) of financial statements regarding non-payment of VAT liability of Rs. 1.10 crores on account of legal advice received by the company.

2. We draw attention to note no. 22(12) of financial statements regarding no movement in CWIP. As per management, said CWIP is realizable in cash or kind, of the value stated in financial statement.

3. Trade receivable, trade payable, other current liabilities. Loans and advances are subject to confirmation and reconciliation, if any. In the absence of such confirmations we are unable to comment on the said balances as at 31 March, 2015.

4. During the year ended March 31,2015, the company has charged depreciation on Furniture & Fixtures at a different useful life then useful life as specified under schedule II of the Companies Act, 2013. The depreciation on the said asset has been charged during the Financial Year 2014-15 based on management estimate of useful life.

Other Matters

1. The financial statements of a subsidiary "IT Capital Services Private Limited", which reflect total assets of Rs. 2,146.18 lakhs as at 31st March, 2015, total revenue of Rs. NIL lakhs and net cash inflow of Rs. 0.48 lakhs for the year then ended, have been audited by us.

2. We did not audit the financial statement and financial information of one foreign subsidiary "Orient Information Technology LLC FZ", whose financial statement reflect total assets of Rs. 157.66 Lacs as at 31stMarch, 2015, having total revenue of Rs. 201.00 Lacs and net cash inflows of Rs. 139.70 Lacs for the year then ended, as considered in the consolidated financial statements. These financial statement is unaudited and has been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary is based solely on such unaudited financial statement and financial information.

3. We are unable to comment upon the resultant impact, if any, on the profit or loss, assets and liabilities of the consolidated financial statements of the Company as at 31st March, 2015, had the subsidiary mentioned in para 2 been audited. However our opinion is not qualified in respect of this matter.

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 Section 143 (11) of the Act, based on the comments in the auditors' report of the Holding Company and on the auditors' reports issued in accordance with the Order on subsidiary company incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained forth purpose of preparation of the consolidated financial statements.

d) In our opinion, the consolidated 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) On the basis of the written representations received from the Directors of the Holding Company and Subsidiary Company as on March 31, 2015, taken on record by the Board of Directors of the Holding Company and the reports of the auditors of its subsidiary companies incorporated in India, none of the Directors of the Company and its subsidiaries, incorporated in India is disqualified as on March 31,2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

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

i) The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group in its consolidated financial statements as of March 31,2015.

ii)The Group has made provisions in its consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts.

iii)There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India.

As stated in paragraph 1 of our report on 'other Legal and Regulatory requirements' in our Independent Auditor's Report of even date on consolidated financial statements for the year ended 31 March 2015, our reporting on the matter specified in para 3 & 4 of the order includes one subsidiary incorporated in India and is based on the comments in the respective Independent Auditor's Report of Holding Company and its aforesaid subsidiary company incorporated in India.

1. In respect of the fixed assets of the Company and its aforesaid subsidiary:

(a) The Holding Company and its aforesaid subsidiary are in the process of maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all fixed assets have been physically verified by the management of the Holding Company and its aforesaid subsidiary company at reasonable intervals during the year and no material discrepancies were noticed on such verification.

2. According to the information and explanations given to us, the Holding Company and its subsidiary nature of operations do not require it to hold inventories. Consequently, clause 3(ii) of the order is not applicable.

3. As per information and explanations given to us, the Holding Company and its aforesaid subsidiary have not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Registers maintained under Section 189 of the Act by the respective entities. Consequently, sub clause (a) and (b) of clause 3(iii) of the order is not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Holding Company and its aforesaid subsidiary and the nature of their business respectively with regard to purchase of fixed assets and the sale of 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,, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. The Holding Company and its aforesaid subsidiaries have not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Act and the rules framed there under to the extent notified.

6. The Central Government has not prescribed the maintenance of cost records under sub-Section (1) of Section 148 of the Companies Act, for any of the products of the Holding Company and its aforesaid subsidiary.

7. (a) According to the information and explanations given to us and on the basis of records produced before us, the Holding Company and its aforesaid subsidiary are generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise duty, value added tax, cess and other material statutory dues applicable to it expect disclosed below. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2015 for a period of more than six months from the date they became payable except following:

Name of the 
statute        Nature of dues     Amount (in Rs)      Period to which
                                                      the amount
                                                      relates

Income Tax 
Act, 1961      Income tax            1,64,58,109        AY 2013-14

Income Tax 
Act, 1961      Income tax              52,09,058        AY 2014-15

               Total                 2,16,67,167 

(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax, service tax, duty of custom, duty of excise duty, value added tax and cess that have not been deposited with appropriate authorities on account of any dispute.

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

8. The Group does not have accumulated losses at the end of financial year. The Group has not incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

9. According to the records of the Holding Company and its aforesaid subsidiary examined by us and information and explanation given to us, the Company and its aforesaid subsidiary have not taken any loan from financial institution, bank or debenture holders as at the Balance Sheet date. Hence, clause (ix) of para 3 of CARO 2015 is not applicable.

10. In our opinion and according to the information and explanations given to us, the Holding Company and its aforesaid subsidiary have not given guarantees for loans taken by others from banks and financial institutions. Therefore, the provisions of the clause 3 (x) of the Order are not applicable.

11. In our opinion and according to the information and explanations given to us, the Holding Company and its aforesaid subsidiary have not availed any term loans during the year. Hence, the provisions of the clause 3 (xi) of the Order are not applicable.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on the Holding Company and its aforesaid subsidiary company incorporated in India has been noticed or reported during the year, nor have we been informed of any such case by the Management.

For Kanu Doshi Associates

Chartered Accountants

Firm Registration Number: 104746W

Sd/-

Jayesh Parmar

Partner

Membership No: 45375

Place: Mumbai

Date: May 30,2015