Omega Interactive Technologies Ltd

The Members of

OMEGA INTERACTIVE TECHNOLOGIES LIMITED

1. We have audited the attached Balance Sheet of OMEGA INTERACTIVE TECHNOLOGIESLIMITED, as at 31st March 2012 and also the Statement of Profit and Loss and the CashFlow Statement for the year ended on that date both annexed thereto. 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 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 issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the 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 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 and proper informationadequate for the purposes of our audit have been received from the branches not visited byus.

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

(iv) In our opinion, the Balance Sheet. Statement of Profit and Loss and Cash FlowStatement dealt with by this report comply with the Accounting Standards referred to inSub-Section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31stMarch 2012 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March 2012 from being appointed as a Director interms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to theexplanations given to us, subject to non-accounting of interest income on theinter-corporate deposits and view of the management regarding recovery of inter-corporatedeposits,the said accounts read with the significant accounting policies and notes thereongive the information required by the Companies Act, 1956, in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India;

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31stMarch 2012;

(b) in the case of the Statement Profit and Loss , of the Loss for the year ended onthat date; and

(c) in the case of the Cash Flow statement, of the cash flows for the year ended onthat date.

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF OMEGAINTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST 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 andthere is a regular programme of verification which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets and we are informed that nomaterial discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial portion of fixed assets during theyear.

(ii) (a) The Company has granted unsecured loan to one party (wholly owned Subsidiary)covered in the register maintained under section 301 of the Companies Act, 1956. Themaximum amount of loan involved during the year was Rs.10, 099,755/- and the year endbalance of the loan was Rs. 10,099,755/-

(b) In our opinion and according to the information and explanations given to us, therate of interest and other terms and conditions on which loans have been granted tocompanies, firms or other parties listed in the register maintained under section 301 ofthe Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In respect of the above loan given by the Company the stipulations made, if any,are being met by the borrower.

(d) We are unable to make any comments on the overdue amounts due on loans granted tothe subsidiary company as listed in the register maintained under section 301 of theCompanies Act, 1956, as there is no stipulation on the terms of repayment.

(e) The Company has not taken any loans from Companies / firms or other parties coveredin the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion and according to the information and explanations given to us,there are adequate internal control systems commensurate with the size of the company andthe nature of its business with regards to purchase and sale of goods and services andfixed assets. During the course of our audit, we have not observed any major weaknesses ininternal controls systems.

(iv) (a) According to the information and explanations given to us and as per thewritten" confirmation given to us and as per the tests conducted by us, we are of theopinion that the contracts or arrangements that need to be entered into the registermaintained under section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iii) above, andaccording to the information and explanations given to us, the transactions made inpursuance of contracts or arrangements entered in the register maintained under section301 of Companies Act, 1956 have been made at prices at the relevant time where such marketprices are available.

(v) In our opinion and according to the information and explanations given-to us, theCompany has not accepted any deposits from the public and consequently the provisions ofSection 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and theCompanies (Acceptance of Deposits) Rules. 1975 are not applicable To the best of ourknowledge and according to the information and explanations given to us, no order has beenpassed by the Company Law Board or National Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal.

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

(vii) We are informed by the Management that the Central Government has not prescribedthe maintenance of cost records under Section 209(1 )(d) of the/Companies Act, 1956 forany of the products of the Company.

(viii) (a) In our opinion and according to the information and explanationsgiven to us, the Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund, Investor Education Protection Funddues. Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, CustomDuty, Excise Duty. Cess and other material statutory dues which are applicable to it

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, ExciseDuty and Cess were in arrears, as at 31st March 2012 for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanation given to us, the following are thedisputed amounts which are in arrears, as at 31st March 2012 for a period of morethan six months from the date they became payable

(ix) In our opinion, the accumulated losses of the company are not more than fiftypercent of its net worth. The company has not incurred cash losses during the financialyear covered by our audit and not in the immediately preceding financial year.

(x) According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we report that the no funds raised onshort-term basis have been used for long-term investment.

(xi) According to the information and explanations given to^; us. no fraud onor by the company has been noticed or reported during the course of our audit.

(xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv, xv, xvi, xviii,xix, xx of para 4 of the aforesaid Order are not applicable to the Company for the yearunder report.