We have audited the accompanying financial statements of M/s. QUINTEGRA SOLUTIONS 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 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 and presentation 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 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 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.

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 the 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 the 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.

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 March 31, 2015;

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.

Emphasis of Matter

We draw attention to Note 4(d) to the financial statements of the fact that the waiver of term loan amounting to Rs.90.22 Crores by State Bank of India under OTS is credited to Capital Reserve which is not in accordance with the AS-5, Net profit or loss for the period, Prior Period Item and Changes in accounting policies specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and not in line with the opinion of Expert Advisory Committee of ICAI on accounting treatment of waiver of loan.

Had the said waiver of principal amount of loan been credited to the statement of profit or loss account instead of capital reserve account the profit for the period and carried forward balances in surplus under the head "Reserves and Surplus" would have been higher by Rs.90.22 Crores.

We draw attention to Note 31 to the financial statements which describes the position of the company in the fundamental accounting assumption "Going concern" in spite of company's heavy accumulated losses of Rs.184.81 Crores (PY Rs. 183.20 Crores) (excluding General, Capital Reserves and Securities Premium) eroding its total net worth.

Other Matter

We did not audit the financial statements of the company's operation in USA - Quintegra Solutions Limited (Integral foreign operation), who's financial statements show Nil Revenue and Nil Fixed assets for the year then ended. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion is based solely on the reports of the other auditors. 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 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 and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, 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) on the basis of the 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; and

(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 - Refer Note 23 to the financial statements;

ii. the Company did not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses.

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 the Auditor's report

The Annexure referred to in our report to the members of M/s QUINTEGRA SOLUTIONS LIMITED ('the Company') for the year ended 31 March 2015. We report that:

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. Physical verification of assets has been made by the company during the year as per the scheduled program.

c. Fixed Assets disposed off or impaired during the year were significant but not substantial to affect the going concern assumption

2. The company is a service company, primarily rendering Information Technology services. Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the order is not applicable.

3. 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.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and nature of its business with regard to purchases of fixed assets and for the sale of solutions and services. During the course of our audit no major weakness has been noticed in the above controls and therefore reporting of the same does not arise.

5. The Company has not accepted any deposits from the public.

6. The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for any of the services rendered by the Company.

7. According to the information and explanations given to us and on the basis of our examination of the records of the company, amount deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities wherever applicable except the following.

Statement of Arrears of Statutory Dues Outstanding for more than 6 Months as on 31st March 2015.

1. Tax on Dividend Rs.1,367,103 pertaining to the FY 2007-08 under Income tax Act, 1961.

2. Property Tax of Rs.1,415,017 (Rs.451,744 for the year 2011-12 and Rs.361,896 for the year 2012-13, Rs.601,377 for the year 2014-15).

3. Water Tax of Rs.242,937 (Rs.81,532 for the year 2012-13 and Rs.161,405 for the year 2014-15).

The above taxes are not paid till date of our report.

b. The following Income Tax dues have not been deposited on account of dispute as detailed under.

                                                           Rs. In lakhs

                         Assessed /     Assessment     Forum where
Statute                  Reassessed     Year           dispute
                         Demand                        is pending

U/s 269UC and              5.00#         2002-03       City Civil Court
269UL(2) Income
Tax Act, 1961

c. According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules there under has been transferred to such fund within time.

8. The Company has accumulated losses at the end of the financial year as on March 31 2015 and has incurred cash losses during the financial year ended on that date and also incurred cash losses in the immediately preceding financial year.

9. The Company has honoured OTS arrangement entered into with State Bank of India, Overseas Branch, Chennai on its various fund facilities availed and defaulted. The balance of OTS amount outstanding as on 31st March 2015 is Rs.6.95 Crores which was settled in full and the charge is satisfied before the date of our report.

10. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. No term loans were obtained during the year.

12. No fraud on or by the Company has been noticed or reported during the year.

                                             For GOPIKUMAR ASSOCIATES

                                                Chartered Accountants

                                                        FRN : 000981S

                                                           S Gopinath

Place : Chennai                                               Partner

Date :29.05.2015                                        M. No. 023854