Axon Ventures Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2015

We have audited the accompanying financial statements of AXON FINANCE LIMITED (Formerly Known as Axon Infotech Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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.

Management's Responsibility for the Financial Statements

The 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 standalone 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 principal 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 provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 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 financial control relevant to the Company's preparation of the 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 Company has in place an adequate internal financial controls 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 the 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 audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report 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;

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

c) The Balance Sheet, the statement of profit and loss account, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone 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 as on March 31, 2015, taken on record by the Board of Directors, none of the directors 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 Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No.vii (b) for Annexure to this report to the financial statements.

II. The Company had short term contracts, including derivative contract, for currency trading, for which there was loss during the year of Rs. 25.07 Lacs, which has been debited to Profit and Loss Account for the year.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

i. a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regards to the size of the company and the nature of its assets.

ii. a) As explained to us, inventories (shares in demat form) have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of Inventories referred to in 2(a) above 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 explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as compared to book records.

iii. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register required to be maintained under section 189 of the Act, Accordingly, paragraph 3(iii) of the Order is not applicable.

iv. 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 with regards to the purchase of inventory (shares),fabrics, fixed assets and sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any Deposits from any party, therefore following provisions of Companies Act Sec 73 to 76 and rules made thereunder and permission of Reserve Bank of India, the question does not arise.

vi. The maintenance of cost records is not prescribed for the company by the central government under sub- section (1) of sec 148 of the Companies Act, 2013. Therefore the company has not maintained any cost records during the year.

vii. a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, Duty of custom, duty of excise, value added tax and other and other material statutory dues, as applicable, with the appropriate authorities

b) According to the information and explanation given to us, no undisputed amount payable in respect of income tax, sales-tax, wealth tax, service tax, Duty of custom, duty of excise, value added tax and cess were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable. Except the Company has received notice from Sales Tax Dept. for dues amounting to Rs 4,97,69,272/- for the financial year 2005-06. The Company has disputed the liability and the matter is pending before Sales Tax Dept.

c) The amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within time.

viii. The company has no accumulated loss as at the end of the financial year and it has incurred cash losses by Rs. 127166 in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the company examined by us and the information and explanation given to us, The Company has not taken any loan form financial institution, bank or debenture holders. Therefore, the provision of clause 3(ix) of the said order is not applicable to the company.

x. In our opinion, and According to the information and explanation given to us, the company has not given any guarantee for others for loans taken by them from banks and financial institutions during the year. Therefore, the provision of clause 3(x) of the said order is not applicable to the company.

xi. There are no term loans taken by the company, therefore the question of applying the loans for the purpose for which loans taken does not arise.

xii. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of audit.

For DMKH & Co, Chartered Accountants, FRN : 116886W

Sd/- CA. Manish Kankani Partner M.No. 158020

Place: Mumbai Date: 28/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of AXON FINANCE LIMITED (Formerly Known Axon Infotech Limited) (the Company}, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies anbterotexplanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true andrfaiew of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Starts referred to in sub- section (3C) of section 211 of the Companies Act, 1956 (the Act} read with General Circular 15/2013 date 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 andabcordance with the Accounting Princpal Generally Accepted in India. This responsibility includes the design, implementation and mainterce of internal control relevant to the preparation and presentation of the financial statements that give true and fair view andare 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 ducted our audit in accordance with the Standards on Auditing issued by the Institatof Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuraa 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 financstitements. The procedures selected depend on the auditors judgment, including the assessment of the risks dtemial misstatement of tie financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers interncaontrol relevant to the Companys preparation and fair presentation of the financial statements in order tdesign audit procedures hat are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the (panys internal control. An audit also includes evaluating the appropriateness of accounting policies usadd the reasonableness dfie accounting estimate 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 bafcisour audit opinion.

Opinion

In our opinion and to thebest of our information and according to the explanations given to us, the financial statements githe information required by the Act in the manner so required and give a true and fair view in conforrrytwith the accounting principles generally acceptd in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) In the case of the Cash Flow Statement.tbfe 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 (theOrder} issued by the Central Government of India in terms of sub-section (4A) of sectbn 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 otir 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 fara^ears from our examination of those books

c) The Balance Sheet, Statement of Prbfind Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss comply with the Accounting Staiddareferred to in subsection (3C) of section 211 of the Companies Act, 1®!read with the General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

e) On the basis of written representations received from the directors as on March 31, 2014, anddakon record by the Boad of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as aediior in terms of clause(g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORSiREPORT

Referred to in Paragraph 1 under the heading of Report on other Legal and Regulatd^equirementsTof our report of even date On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

a) The Company has generally maintained proper records showing full partidars, including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company have been physically verified by the rgarraent during the year and no material discrepancies have been noticed on such faation.

c) According to the information & explanation given to us, the Company has not disposed of any subsynpart of its fixed assets during the year.

ii. a) As explained to us, inventories (shares in demat form) have been physically verified bystmanagement during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of phyaicverification of Inventories referred to in 2(a) above folowed 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 explanation given to us, the company has mairrtad proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as comparedttook records.

iii. a) According to the information and expanations given to us and on the basisf examination of the books of account by us, the company has not granted any interest free loan to parties covered in the Register maintaimffiiier section 301 of the Companies, Act 1956. Accordingly, the clause ((b)), (iii)(c),and (iii)(d) of paragraph 4 of the order are not applicable to the company for the year

b) The Company has not taken any loan secured or unsecured , from companies, firms or other partisted in the register maintained under section 301 of the Companies Act, 1956.Accordingly, the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable to the company for the year.

iv. In our opinion and according to the information and explanations given to us there are adequateternal control procedures commensurate with the size of the Company and the nature of its business with regardirte purchase of inventory (shares), fixed assets and sale of goods. During the course of our audit, we have neittcame across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal contreystem.

v. a) In our opinion, and according to the information and explanations given to us, the transactions thaeed to be entered into the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b) In our opinion and according to information and explanation given to us, where such transactions aha excess of Rupees Five Lacs or more during the year in respect of any party teafoeen made at a prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits during the year under the provisions of (Baps not to be invited without issuing an advertisement) section 58A and 58AA of the Companies Act, 1956, and the rules framedethiBTder are not applicable.

vii. As explained to us, there is no formal internal audit system. However, the Company has adequaterrratecontrol procedure involving internal checking of its financial record.

viii. According to the information and explanation given to us, the Central Government has not prescribieiainte nance of cost records under Section 209 (1 )(d) of the Companies Act, 1956 for the Company.

ix. a) According to the information and explanation given to us the Company is generally regular in deposig''nwith appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, secei tax, customs duty, excise duty, cess and othenaterial statutory dues applicable.

b) According to the information and explanation given to us, no undisputed amount payable in respect ofales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at IBIteth,2014 for a period of more than six months from the date they became payable.

x. The Company does not have any accumulated loss and has not incurred cash loss during the finaneial covered by our audit and in the immediately preceding financial year

xi. Based on our examination or the records and the information and explanations given to us, the Comparas not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. Based on our examination or the records and the informatn and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures tirrral securities.

xiii. In our opinion and according to the information and explanation given to us, the Cquany is not a chit fund or a Nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the said order areiot applicable to the Company.

xiv. The Company has maintained proper records of the transactions and contracts of the inweslnt dealt in by the Company and timely entries have been made therein. The investments made by the Company are helt&iawn name.

xv. According to the information and explanations given to us, the Company has not given any guarantesldans taken by others from bank or financial institutions.

xvi. According to the information and explanation given and based on the documents and records product company has not taken any term loan for the period.

xvii. According to the information and explanations given to a and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a shoiterm basis which have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to parties and ccanpes covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

xix. According to the information and explanations given to us, the Company has no outstanding debenturttffing the period under audit.

xx. According to the irformation and explanations given to us, the Company has not raised any money by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applicable to the Company.

xxi. Based upon the audit procedures perforred for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that on or by the Company has been noticed or reported during the course of our audit

For DMKH & Co., (Chartered Accountants) Firm Registration No: 116886W

Sd/- Neha Chechani (Partner) Membership Number:419704

Place: Mumbai Date: 29th May, 2014

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S AXON INFOTECH LIMITED as at 31st March 2011, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004, issued by Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we state that We have obtained all the information and explanation which, to the best of our knowledge and belief, were necessary for the purpose of our audit.

i. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

ii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iii. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

iv. On the basis of written representation received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

v. 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 true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011,

(ii) In the case of the Profit & Loss Account, of the profit 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

(Referred to in paragraph 1 of Auditors' Report of even date on the financial statements as at and for the year ended 31st March, 2011)

On the basis of such checks as were considered appropriate and according to the information and explanation given to us during the course of audit, we state that:- i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The assets have been physically verified by the management in accordance with the phased programme of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of fixed assets, no material discrepancies have been noticed in respect of assets physically verified during the year.

c. No substantial part of the fixed assets has been disposed off during the year.

ii. a. The inventory has been physically verified by the management at reasonable intervals during the year.

b. In our opinion, the procedures for 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. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii. a. The Company had given unsecured loans to five companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum principal amount involved during the year was Rs. 399.15 lakh.

b. In Our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which the loans have been granted to companies covered in the register maintained under section 301 of the companies act, 1956 are not prima facie prejudicial to the interest of the company, at the time when loans were granted.

c. As explained to us, principal amount and interest are also regular.

d. According to the information and explanation given to us, there is no overdue amount for more than rupees one lakh.

e. The Company has taken unsecured loan from one company covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved was Rs.131 lakh and the closing balance is Rs.131 lakh.

f. In our opinion the rate of interest and other term and conditions of loan taken by the company are not prima facie prejudicial to the interest of the Company.

g. The Payments of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

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 inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii. The Company does not have a formal system of Internal Audit, but there are adequate checks & controls at all level established by the management.

viii. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

ix. a. The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at 31st March, 2011. The company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the Balance sheet date.

xii. Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. 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 Order are not applicable to the Company.

xiv. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956, and save for certain shares which are either lodged for transfer or held with transfer forms.

xv. 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 or Financial Institutions during the year.

xvi. In our Opinion, and according to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

xvii. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xviii. During the year the Company has not made any preferential allotment of shares to the parties covered and recorded in the register maintained under section 301 of the Companies Act 1956.

xix. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For DMKH & Co. Chartered Accountants FRN. No. 116886W Sd/-

CA. Omprakash Somani Partner M.No. 123830 Place: Mumbai Date:28/05/2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S AXON INFOTECH LIMITED as at 31st March 2010, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date 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.

2. We conducted our audit in accordance with auditing standard 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004, issued by Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we state that

i) We have obtained all the information and explanation which, to the best of our knowledge and belief, were necessary for the purpose of our audit.

i) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

ii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iii) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

iv) On the basis of written representation received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

v. 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 true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010,

(ii) In the case of the Profit & Loss Account, of the profit 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

(Referred to in paragraph 3 of Auditors Report of even date on the financial statements for the year ended 31st March, 2010)

On the basis of such checks as were considered appropriate and according to the information and explanation given to us during the course of audit, we state that:-

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

(b) The assets have been physically verified by the management in accordance with the phased programme of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of fixed assets, no material discrepancies have been noticed in respect of assets physically verified during the year.

(c) No substantial part of the fixed assets has been disposed off during the year.

ii. (a) The inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures for 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. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub-clause (b), (c) & (d) of clause 4(iii) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub-clause (f) & (g) of clause 4(iii) of the Order are not applicable to the Company.

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 inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii. The Company does not have a formal system of Internal Audit, but there are adequate checks & controls at all level established by the management.

viii. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

ix. (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of the aforesaid statutory dues which were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at 31st March, 2010. The company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation

given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the Balance sheet date.

xii. Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. 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 Order are not applicable to the Company.

xiv. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956, and save for certain shares which are either lodged for transfer or held with transfer forms

xv. 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 or Financial Institutions during the year.

xvi. The Company did not have any term loans outstanding during the year.

xvii. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xviii. During the year the Company has allotted equity shares on preferential basis to the parties covered in the register maintained under section 301 of the Companies Act 1956. The issue of share is at a price, which has been prescribed under preferential issue guidelines issued by Securities & Exchange Board of India. In our opinion the same is not prejudicial to the interest of the company. (Reference is also invited to notes No. 1 of Notes to Accounts in schedule XII)

xix. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.



FOR DMKH & CO.

CHARTERED ACCOUNTANTS

Firm Reg. No. 116886W



OMPRAKASH SOMANI

Place : Mumbai PARTNER

Date : 23rd July, 2010. Membership No. 123830

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Mar 31, 2003

We have audited the attached Balance Sheet of AXON INFOTECH LIMITED as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date both annexed hereto. 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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provisions of Section 227 of the Companies Act, 1956, we report as under:

As require by the Manufacturing and other Companies (auditors Report) Order, 1988 issued by the Government of India under Section 227 (4 A) of the Companies Act 1956, we enclose in the Annexure, our report on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 1 above

i. We have obtained all the information and explanations, which to the best of our

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

ii. 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;

iii. The said Balance Sheet and the Profit and Loss Account are in agreement with the books of account;

iv. In our opinion, the said profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

v. On the basis of the written representations received from the director of the Company as at 31st March, 2003 and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the directors of the company are disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

We report that, in our opinion and to the best of our information and according to the explanation given to us, the said accounts, read together with the Significant Accounting Policies and Other Notes on Accounts appearing in Schedule I give the information required by the Companies Act. 1956, in the manner so required and give a true and fair in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of the Companys affairs as at 31st March, 2003, and

b. in the case of the Profit and Loss Account for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Refer Paragraph 3 of our Report of even date) Inventories:

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

2. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

3. The discrepancies noticed on verification between physical stocks and book records were not material, in relation to the operations of the Company and the same have been properly dealt with in the Books of Account

4. In our opinion, the valuation of stocks is fair and proper and in accordance with normally accepted accounting principles and is on the same basis as in the preceding year.

Loans and Advances:

5. In pur opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the Register maintained under Section 301 of the Companies Act, 1956, are not prima facie, prejudicial to the interest of the Company. The Company has not taken any loan, secured or unsecured, from Companies under the same management within the meaning of Section 370 (1B) (since omitted) of the Companies Act, 1956.

6. The Company has not granted any loans Secured or Unsecured to Companies, firms or other parties listed in register maintained under section 301 and/or the Companies under the same management as defined under subsection (1B) of Section 370 (since omitted) of the Companies Act, 1956.

7. The Company has not granted any loans or advances in the nature of loans except interest free advances to its employees.

Internal Control:

8. 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 with regard to the purchase of services and for the sale of services.

9. The Company has an internal audit system, which in our opinion and according to our information, is commensurate with the size of the Company and nature of its business.

Related Parties :

10. In our opinion and according to the information and goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 50,000/- or more in respect of each party, are reasonable having record to prevailing market price for such goods materia] or services or the prices at which transactions for such goods, materials or services have been made with other parties

Deposits from Public:

11. The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits)

For Jajodia & Company Chartered Accountants

(Dinesh Jajodia) Proprietor