CCS Infotech Ltd

To The Members of M/S CCS INFOTECH LIMITED

1. We have audited the attached Balance Sheet of M/S CCS INFOTECH LIMITED, Chennai asat 31st March 2010, the Profit & Loss Account and the Cash Flow Statement for the yearended on that date annexed thereto. These financial statements are the responsibility ofthe Company's Management. Our responsibility is to express an opinion on these financialstatements based on our Audit.

2. We conducted our audit in accordance with the 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, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by theCompanies (Auditor Report) (Amendment) Order 2004 issued by the Central Government ofIndia in terms of sub-section (4A) of Section 227 of the Companies Act 1956, we enclose inthe Annexure a statement on the matters specified in the paragraphs 4 and 5 of the saidOrder.

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

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

b) In our opinion, proper Books of Accounts as required by law have been kept by theCompany in their Head Office as well as in Branches in electronic media, so far as appearsfrom our examination of those books through electronic media. However we have not visitedany of the Branches for the purposes of this Audit.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the Books of Accounts.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statementdealt with by this report read with notes thereon comply with the Accounting Standardsreferred to in sub-section (3C) of Section 211 of the Companies Act 1956 excepting that ofAS 15 with reference to the retirement benefits to the employees which had not beenquantified and provided for in the books of accounts.

e) On the basis of written representations received from the Directors, as on 31stMarch 2010 and taken on record by Board of Directors; we report that none of the Directorsis disqualified as on 31st March 2010 from being appointed as a Director in terms ofClause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read with the notes thereon give the information requiredby the Companies Act 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at March31,2010;

ii) In the case of the Profit & Loss Account, of the Profit for the year ended onthat date; and

iii) In the case of the Cash Flow Statement, of the cash flows of the Company for theyear ended on that date.

ANNEXURE TO AUDITORS' REPORT

I. In respect of its fixed assets:

a) The Company has maintained proper records showing particulars of fixed assetsincluding quantitative details and situation of fixed assets on the basis of availableinformation.

b) As explained to us, all the fixed assets have been physically verified by themanagement in a phased periodical manner, which in our opinion is reasonable, havingregard to the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixedassets during the year and the going concern status of the Company is not affected.

II. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. Inour opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, thereis no material discrepancies noticed on physical verification of inventories as comparedto the book records.

III. The Company has not granted loan to Companies, firms, or other parties covered inthe Register maintained under section 301 of the Companies, Act 1956.

IV. In Our opinion and according to the information and explanations given to us, thereis adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory and fixed assets and also for thesale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control system.

V. According to the information and explanations provided to us, we are of the opinionthat the transactions that need to be entered into the Register maintained under section301 of the Companies Act 1956 have been so entered and the transactions have been made atprices which are reasonable having regard to prevailing market prices at the relevant timeand are not prejudicial to the interest of the Company as declared and confirmed by theDirectors of the Company.

VI. According to the information and explanations given to us, the Company has notaccepted any deposits from the Public. Therefore, the provisions of Clause (VI) ifparagraph 4 of the Order is not applicable to the Company.

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

VIII. It was informed by the Management, that the maintenance of Cost Records undersection 209(1) (d) of the Companies Act 1956 and the Rules made by the Central Governmentrelating thereto are not applicable and hence prescribed accounts and records have notbeen maintained by the Company.

IX. The Company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax,Excise duty, Service Tax and Cess as certified by the management, According to theinformation and explanations given to us, and as certified by the Directors of theCompany, no undisputed amounts payable in respect of income tax, Sales Tax, Excise duty,Service Tax and Cess were in arrears at 31-03-2010 for a period of more than six monthsfrom the date they became payable subject to the comments given in the notes on accounts.However Tax assessments and Appeals are pending before the relevant authorities asmentioned in the notes on accounts for different earlier years in respect of statutorydues namely income tax and Excise duty and any liabilities arising out of such orderscould not be estimated and hence not provided for.

X. There are no accumulated losses of the company as on 31-03-2010. The Company has notincurred any cash loss during the financial year covered by our audit and in theimmediately 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 financial institutions or banks.

XII. The Company has not sanctioned any loans and advances on the basis of security byway of pledge of shares, debentures or other securities.

XIII. In our opinion, the company is not a chit fund or nidhi/mutual benefit fund/society. Therefore the provisions of Clause 4(xiii) of the Companies (Auditors' Report)Order 2003 as amended are not applicable to the company.

XIV. In our opinion, the company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of Clause (xiv) of theCompanies (Auditors' Report) Order as amended are not applicable to the Company.

XV. As Certified by the Directors of the Company, it has not given any guarantees forloans taken by other from Banks or financial institutions and hence commenting on the samedoes not arise.

XVI. The Company has not raised term loan during the year.

XVII. According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we are of the opinion that there are nofunds raised on short term basis that have been used for long term investments.

XVIII. The Company has not made any preferential allotment of shares to parties andcompanies covered in the Register maintained under section 301 of the Act.

XIX. According to the information and explanations given to us, the Company has notissued any Debentures during the year.

XX. The Company has not raised any monies by way of public issues during the year.

XXI. In our opinion and according to the information and explanations given to us, nomaterial fraud on or by the company has been noticed or reported during the year.