Green Fire Agri Commodities Ltd

to the Members of Northgate Technologies Limited

1. We have audited the attached balance sheet of Northgate Technologies Limited("the Company") as at 31 March 2010 and the profit and loss account and the cashflow statement of the Company for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the Company's management. Ourresponsibility 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 inIndia. 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 ('the Order'), asamended, issued by the Central Government of India in terms of sub-section (4A) of section227 of the Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportthat:

(i) we have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books;

(iii) the balance sheet, profit and loss account and cash flow statement dealt with bythis report are in agreement with the books of account;

(iv) in our opinion, the balance sheet, profit and loss account and cash flow statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, as on 31 March2010, and taken on record by the Board of Directors, we report that none of the directorsis disqualified as on 31 March 2010 from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) without qualifying our opinion, we draw attention to Note (c) to Schedule 1 of theaccompanying financial statements which sets out the basis on which management believesthat the going concern assumption is appropriate. Notwithstanding the significantoperating losses, erosion of net-worth and substantial writedown in the value of long-terminvestments, which have arisen on account of the ongoing restructuring of itsinternet-based advertisement segment, the management believes that the scaling down ofthese operations has reached a sustainable level which would enable the Company togenerate cash-flows sufficient to meet its liabilities as and when they fall due; and

(vii) in our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required by the CompaniesAct, 1956, in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the Company as at 31March 2010; and

b. in the case of the profit and loss account, of the loss for the year ended on thatdate.

c. in the case of cash flow statement, of the cash flows of the Company for the yearended on that date.

Annexure to the Auditors' Report

The Annexure referred to in the auditors' report to the members of NorthgateTechnologies Limited ("the Company") for the year ended 31 March 2010. We reportthat:

1. The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

2. The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets are verified over a period of three years. In our opinion, theperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. In accordance with this program, fixed assets wereverified during the previous year and no material discrepancies were noted on suchverification.

3. Fixed assets disposed of during the year were not substantial, and therefore, do notaffect the going concern assumption.

4. The Company is a service company, primarily rendering Information Technologyservices. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) ofthe Order is not applicable.

5. The Company has not granted any loans, secured or unsecured, to companies, firms orother parties covered in the register maintained under section 301 of the Companies Act,1956.

6. The Company has taken a loan from a company covered in the register maintained undersection 301 of the Companies Act, 1956. The maximum amount outstanding during the year aswell as the year end balance of the loan was Rs. 124,149,586.

7. In our opinion, the rate of interest and other terms and conditions on which loanhas been taken from the party listed in the register maintained under section 301 of theCompanies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

8. We are informed that the principal and interest on the aforesaid loan is repayable /payable on demand and no demand has been raised on the Company till the balance sheetdate, either for principal or for interest. Accordingly, paragraph 4(iii) (g) of the Orderis not applicable.

9. In our opinion and according to the information and explanations given to us, andhaving regard to the explanation that purchases of certain items of fixed assets are forthe Company's specialized requirements and similarly certain services sold are for thespecialized requirements of the buyers and suitable alternative sources are not availableto obtain comparable quotations, there is an adequate internal control system commensuratewith the size of the Company and the nature of its business with regard to purchase offixed assets and with regard to the sale of services. The activities of the Company do notinvolve purchase of inventory and sale of goods. We have not observed any major weaknessin the internal control system during the course of the audit.

10. In our opinion and according to the information and explanations given to us, theparticulars of contracts or arrangements referred to in section 301 of the Companies Act,1956 have been entered in the register required to be maintained under that section.

11. In our opinion, and according to the information and explanations given to us, thetransaction made in pursuance of an arrangement referred to in (10) above and exceedingthe value of Rs 5 lakhs during the year have been made at prices which are reasonablehaving regard to the prevailing market prices at the relevant time.

12. In our opinion, the Company has an internal audit system commensurate with the sizeand nature of its business.

13. The Central Government has not prescribed the maintenance of cost records undersection 209(1)(d) of the Companies Act, 1956 for any of the services rendered by theCompany.

14. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund, Employees' StateInsurance, Income-tax, Wealth tax and other material statutory dues have been generallyregularly deposited during the year by the Company with the appropriate authorities thoughthere have been slight delays in few cases. As explained to us, the provisions of servicetax are not applicable to the Company. Further as explained to us, the Company did nothave any dues on account of Sales tax, Excise duty, Customs duty, Service tax and InvestorEducation and protection Fund.

Further, there were no dues on account of Cess under section 441A of the Companies Act,1956 since the date from which the aforesaid section comes into force has not yet beennotified by the Central Government of India.

According to the information and explanations given to us, no undisputed amountspayable in respect of Provident Fund, Employees' State Insurance, Income-tax, Wealth taxand any other material statutory dues were in arrears as at 31 March 2010 for a period ofmore than six months from the date they became payable.

According to the information and explanations given to us, there are no dues ofIncome-tax, and Wealth tax which have not been deposited with the appropriate authoritieson account of any dispute.

15. The accumulated losses of the Company are more than fifty percent of its net worthas at 31 March 2010. However, the Company has not incurred cash losses in thefinancial year and in the immediately preceding financial year.

16. In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to its bankers. The Company did not haveany outstanding debentures or dues to any financial institutions during the year.

17. The Company has not granted loans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

18. In our opinion, and according to the information and explanations given to us, theCompany is not a chit fund or a nidhi / mutual benefit fund / society.

19. According to the information and explanations given to us, the Company is notdealing or trading in shares, securities, debentures and other investments.

20. In our opinion and according to the information and explanations given to us, theterms and conditions on which the Company has given guarantees for loans taken by othersfrom banks are not prejudicial to the interest of the Company.

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

22. According to information and explanations given to us, and on an overallexamination of the balance sheet of the Company, we are of the opinion that the fundsraised on short-term basis have not been used for long-term investment.

23. The Company has not made any preferential allotment of shares to companies andparties covered in the register maintained under section 301 of the Companies Act, 1956.

24. The Company did not have any outstanding debentures during the year.

25. The Company did not raise any money by public issues.

26. According to the information and explanations given to us, no fraud on or by theCompany has been noticed or reported during the course of our audit.