ACI Infocom Ltd

TO THE MEMBERS OF ACI INFOCOM LIMITED

1) We have audited the attached Balance sheet of ACI Infocom Limited ("theCompany") as at March 31a, 2012,the Statement of Profit and Loss and the Cash FlowStatement for the year ended on that date, both annexed thereto, (collectively referred toas the financial statements), signed by us under reference to this report. These financialstatements are the responsibility of the Company's management. Our responsibility is toexpress an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidences supporting the amounts anddisclosures in the financial statement. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating theoverall presentation of financial statements. We believe that our audit provides areasonable 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 (together the "Order"),issued by theCentral Government of India in terms of sub section (4A) of section 227 of Companies Act,1956, we enclose in the Annexure, a Statement on the matters specified in paragraphs 4 and5 of the said order.

4) Further to our comments in the Annexure referred to paragraph 3 above, we report asfollows:

(i) We have obtained all the information and explanations, which to the best of ourknowledge and belief, were necessary for the purpose of our audit;

(ii) In our opinion, the Company has kept proper books of accounts as required by lawso far as appears from our examination of those books.

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealtwith by this report are in agreement with the books of account.

(iv) In our opinion ,the Balance Sheet .Statement of Profit and Loss and Cash FlowStatement dealt by this report comply with the accounting standards referred to insub-section (3c) of section 211 of the Companies Act, 1956.

(v) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a. In the case of Balance Sheet, of the state of affairs of the Company as at March 31,2012,

b. In the case of the Statement of Profit and Loss, of the profit for the year ended onthat date, and

c. In the case of Cash Flow Statement, of the cash flows for the year ended on thatdate.

5) On the basis of written representations received from the directors, as onMarch 31,2012, and taken on record by the Board of Directors, we report thatnone of the directors is prima facie disqualified as on March 31, 2012 from beingappointed as a director in terms of section 274(1 )(g) of the Companies Act, 1956.

For Anand Jain & Associates

Firm Reg. No.-105666W

Chartered Accountants

Anand Raj Jain

Partner

Membership No.42051

Place: Mumbai

Date :30.05.2012

(Referred to in paragraph(3) of our report of even date to the members of ACI InfocomLimited for the year ended 31" March 2012)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed Assets.

(b) All the assets have been physically verified by the management during the year. Nomaterial discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any substantial part of its fixedassets.

(ii) (a) The inventory has been physically verified by the management during the year.In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the managementare reasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory. No material discrepancieswere noticed on physical verification.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies,firms and other parties covered in the register maintained under section 301 of theCompanies Act 1956. Therefore para (b), (c) and (d) are not applicable.

(e) The Company has taken loan from two parties covered in the register maintainedunder section 301 of the Companies Act, 1956. The maximum amount involved during the yearwas Rs. 136.40 Lacs. During the year one loan of Rs.15 Lacs was squared up.

(f) Above loan is interest free loan and the terms and conditions of such loan is, inour opinion, prima facie not prejudicial to the interest of the Company.

(g) The Company is regular in repaying the principal amounts as stipulated.

(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 Companyand the nature of its business, with regard to the purchase of inventory, fixed assets andfor the sale of goods and services. During the course of our audit, we have not observedany continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we areof the opinion that the transactions that need to be entered into the register maintainedunder section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangement entered in the registermaintained under section 301 of the Companies Act, 1956 have been made at prices which arereasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, nopublic deposits under the provisions of Section 58A and 58AA of the Companies Act,1956 andrules framed have been accepted by the Company. According to the information andexplanations given to us, no order under the aforesaid sections has been passed by theCompany Law Board or National Company Law Tribunal or Reserve Bank of India or any courtor any other Tribunal on the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with thesize and nature of its business.

(viii) The Maintenance of cost records prescribed by the Central Government undersection 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) Undisputed Statutory Dues including Employees' Provident Fund, Employees'State Insurance (ESIC).Value Added Tax, Central Sales Tax, Tax Deducted at Source, incomeTax, Wealth Tax, Service Tax, and Profession Tax have generally been regularly depositedwith the appropriate authorities, however, there have been some delays in depositing suchdues. According to the information and explanations given to us, there were no undisputedstatutory dues which have remained outstanding as at 31st March, 2012 for the period ofmore than six months from the date they became payable.

(b) According to the information and explanation given to us, there is no disputepending in respect of dues of income tax/sales tax/wealth tax/service tax/customduty/excise duty/cess.

(x) The Company has accumulated losses at the end of the financial year, however itdoes not exceed fifty percent of its net worth. The Company has not incurred any cashlosses in the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to a financial institution or Bank.

(xii) In our opinion and according to the information and explanations given to us, theCompany has not granted any loans and advances on the basis of security byway of pledge ofshares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund / society.

(xiv) In our opinion and according to the information and explanations given to us, theCompany is not dealing in or trading in shares, securities, debentures and otherinvestments.

(xv) In our opinion and according to the information and explanations given to us, theCompany has not given any guarantees for loans taken by others from banks or financialinstitutions.

(xvi) In our opinion and according to the information and explanations given to us, theCompany have not raised any term loan.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that, on an overall basis,funds raised on short-term basis have, prima facie, not been used during the period forlong term investment.

(xviii) According to the information and explanations given to us, the Company has notmade preferential allotment to parties and companies covered in the register maintainedunder section 301 of the Act during the year.

(xix) According to the information and explanations given to us, the Company had notissued any debentures during the year or in earlier years.

(xx) The Company has not raised any money by public issue.

(xxi) To the best of our knowledge and belief and according to the information andexplanations given to us, no fraud on or by the Company has been noticed or reportedduring the year.

For Anand Jain & Associates

Firm Reg. No.-105666W

Chartered Accountants

Anand Raj Jain

Partner

Membership No.42051

Place: Mumbai

Date :30.05.2012