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Gamma Infoway Exalt Ltd.

BSE: 517391 Sector: IT
NSE: N.A. ISIN Code: INE970A01016
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Gamma Infoway Exalt Ltd. (GAMMAINFOWAY) - Auditors Report

Company auditors report

To

The Members of

GAMMA INFOWAY EXALT LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GAMMA INFOWAYEXALT LIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2016 the Statement of Profit and Loss for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The management and Board of Directors of the Company are responsible for the mattersstated in Section 134 (5) of the Companies Act 2013 ('the act') with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position and financial performance of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with rule 7 of Companies (Accounts) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; design implementation and maintenance of adequate internal financial controlsthat are operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about^jA^^^ether the standalone financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's management and Board of Directors as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us and as stated in notes to accounts the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2016 and itsLoss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of sectionl43 ofthe Act we give in the Annexure-'A' a statement on the matters Specified inparagraphs 3 and 4 of the Order to the extent applicable.

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

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c. The Balance Sheet and the Statement of Profit and Loss dealt with by this Report arein agreement with the books of account;

d. In our opinion the aforesaid standalone financial statements comply with theapplicable Accounting Standards specified under Section 133 of the Act read with /Rule 7of the Companies (Accounts) Rules 2014.

e. On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164(2) of theAct.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in - Annexure- "B".

g. In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors! Rules2014:

i. The Company does not have any pending litigations which would impact its financialposition. Except Rs. 900000/ from income tax for the A.Y. 2010- 11 and provision forthe same has been made.

ii. The Company did not have any long-term contracts including derivative contracts; assuch the question of commenting on any material foreseeable losses thereon does notarise.

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund.

The question of delay in transferring such sums does not arise.

FOR GANESH NATARAJAN & ASSOCIATES

CHARTERED AACCOUNTANTS

ICAI Firm Registration No: 141940W

(S. Natarajan)

Partner

Membership No:

Place: Mumbai

Date: 05.12.2016.

GAMMA INFOWAY EXALT LIMITED

Independent Auditors' Report to the Members of GAMMA INFOWAY EXALT LIMITED

Annexure- A

(Annexure Referred to in Paragraph 1 under the heading "Report on other legal andregulatory requirements" of Our Report Of Even Date.)

i) During the year under review the company did not own any fixed assets. Accordinglyparagraph 3(i)(a) 3(i)b and 3 (i)c of the said order are not applicable.

ii) During the year under review the company did not have any inventory and accordinglyparagraph 3[ii)(a) 3(ii)b and 3 (ii)c of the said order are not applicable.

iii) According to information and explanations given to us the Company has not grantedany loan secured or unsecured to companies firms or other parties covered under section189 of the Act Accordingly paragraphs 3(iii) of the said Order are not applicable.

iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofloans investments guarantees and security to the extent applicable to it.

v) According to the information and explanations given to us the Company has notaccepted any deposits from the public covered under section 73 to 76 of the Companies Act2013 and the rules framed thereunder. Therefore the provision of clause 3(v) of the Orderis not applicable to the Company.

vi) To the best of our knowledge and as explained Central Government has notprescribed the maintenance of cost records under sub-section (1) of Section 148 of theAct for the products of the Company. Therefore the provision of clause 3(vi) of theOrder is not applicable to the Company.

vii) (a) According to the records of the Company and the information and explanationsgiven to us the Company has been regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund Employees' State Insurance IncomeTax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and anyother statutory dues to the extent applicable to it.

According to the information and explanations given to us and based on the records ofthe company examined by us no undisputed amounts payable in respect of Provident FundEmployees' State Insurance Income Tax Service Tax Sales Tax Customs Duty Excise DutyValue Added Tax Cess and other material statutory dues were outstanding at the year endfor a period of more than six months from the date they became payable.

vii) According to the information and explanations given to us there are no dues ofIncome Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax whichhave been deposited on account of any dispute.

(viii) Based on our audit procedures and as per the information and explanations givenby the management the Company did not have any loans from banks financial institutionsgovernment or has not issued debentures during the year.

(ix) According to the records of the company examined by us and as per the informationand explanations given to us the Company has not raised any money from any PublicIssue/follow-on offer. Therefore the provision of clause 3(ix) of the Order is notapplicable to the Company.

(x) Bases upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per the information and explanations given tous by the management we report that no fraud on or by the Company has been noticed orreported during the year.

(xi) According to the records of the company examined by us and as per the informationand explanations given to us the Company has not paid/provided managerial/directorremuneration. Therefore the requisite approval mandated by the provision of section 197read with schedule V to the Act is not attracted.

(xii) In our opinion the Company is not a chit fund or a nidhi/mutual benefitfund/society. Therefore the provision of clause 3(xii) of the Order is not applicable tothe Company.

(xiii) During the year under review the company did not have any related partiestransaction. Accordingly compliance with section 177 and 188 of the Act where notapplicable.

(xiv) The Company has not made any preferential allotment or private placement ofshares or partly or fully convertible debentures during the year therefore reportingunder clause 3 (xiv) shall not be applicable.

(xv) According to the information and explanations given to us we report that theCompany has not entered into any non-cash transaction with directors or persons connectedwith him.

(xvi) In our opinion the Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

FOR GANESH NATARAJAN & ASSOCIATES

CHARTERED ACCOUNTANTS

ICAI Firm Registration No: 141940W

(S. Natarajan)

Partner

Membership No:

Place: Mumbai

Date: 05.12.2016.

Annexure - ‘B' to the Auditors' Report

(Referred to in paragraph 2(f) under' Report on other legal and regulatoryrequirements' section of our report of even date)

Report on the Internal Financial Controls over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

In conjunction with our audit of the standalone financial statements of the Company asof and for the year ended 31 March 2016 we have audited the internal financial controlsover financial reporting of GAMMA INFO WAY EXALT LIMITED r the Company").

Management's Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company are responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") issued by ICAI and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both issued by the Instituteof Chartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and

if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Mening of Internal Financial Controls over Financial Reporting internal financialcontrol over financial reporting is a process designed to provide Resonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples the transactions and dispositions of the assets of the company. (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditure of the company are being made only in accordance withauthorizations of management and directors of the company and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including th e possibilities or collusion or improper management override orcontrols material misstatements due t*o error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2016 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI. Further theCompany has no separate department/ committee for Internal Controls and these are indirect supervision of the Directors.

FOR GANESH NATARAJAN & ASSOCIATES.

CHARTERED ACCOUNTANTS

ICAI Firm Registration No: 141940W

(S.Natarajan)

Partner

Membership No:

Place: Mumbai

Date: 05.12.2016.