Omnitech Infosolutions Ltd

To the Members of

OMNITECH INFOSOLUTIONS LIMITED

Omnitech House, A/13, Cross Road, No 5,

Kondivita Road, Marol, M.I.D.C., Andheri (East),

Mumbai – 400093.

1. We have audited the attached Balance Sheet of OMNITECH INFOSOLUTIONS LIMITED,as at March 31, 2012 and the attached Statement of Profit & 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 have conducted our audit in accordance with auditing standards generally acceptedin India. Those standards require that we plan & perform the audit to obtainreasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by the Management, as well asevaluating the overall financial statement presentation. I believe that our audit providesa reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issuedby the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956,(the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on thebasis of such checks of the books and records as we considered necessary and appropriateand according to the information and explanation given to us during the course of ouraudit. We enclose in the Annexure a statement on the matter specified in paragraph 4 and 5of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, We reportthat:

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

2. In our opinion, proper books of accounts as required by law have been kept by theCompany so far as appears from our examination of those books.

3. The Balance Sheet, Statement of Profit & Loss Account and Cash Flow statementdealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance Sheet , Statement of Profit and Loss Account and CashFlow statement dealt with by this report comply with the Accounting Standards referred toin Sub-Section (3C) of Section 211 of the Companies Act, 1956,

5. On the basis of written representations received from the directors of the Companyas at 31^st March, 2012 and taken on record by the Board of Directors, none ofthe directors is, prima facie disqualified as on above date from being appointed as adirector in terms of clause (g) of subsection (1) of section 274 of the Companies Act,1956.

6. Subject to the forgoing, in our opinion and to the best of our information andaccording to the explanation given to us, the said accounts read together with the noteson accounts and other notes thereon, give the information as 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 Balance Sheet of theState of affairs of the Company's as at 31^st March 2012 ; b. In the case of theStatement of Profit & Loss Account, of the profit for the year ended on that date; andc. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditor's Report

(Referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) The fixed assets are physically verified by the Management at reasonable intervalshaving regard to size of the Company and nature of its assets. We have been informed thatno material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion thatduring the year, the company has not sold/disposed off any substantial part of its fixedassets; accordingly, going concern is not affected and hence the provisions of sub clause(c) of clause (i) of this order are not applicable

ii. (a) According to information and explanation given to us, the inventory has beenphysically verified during the year by the management at regular intervals. In ouropinion, the frequency of verification carried out by the management 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 the nature of itsbusiness.

(c) In our opinion and according to the information and explanations given to us, thecompany is maintaining proper records of inventory. The discrepancies noticed on physicalverification of inventories as compared to book records were not material.

iii. (a) The Company has granted loans to its subsidiary Company listed in the registermaintained under Section 301 of the Companies Act 1956. The maximum amount involved duringthe year in respect of the said loans was Rs. 1199.01 Lacs and the year- end balance ofloan granted to the party was Rs. 1113.64 Lacs.

(b) In our opinion, prima facie, the interest and other terms and conditions of theaforesaid loan granted are not prejudicial to the interest of the Company.

(c) In case of the loan granted to the subsidiary Company listed in the registermaintained u/s.301, The interest amount has been debited to the lonee's account. The termsof arrangement do not stipulate any repayment schedule and the loan is repayable ondemand. Accordingly paragraph 4(iii)(c) of the Order is not applicable to the Company inrespect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lacs in respect of the loangranted to the subsidiary Company.

(e) According to information and explanations given to us, the Company has not takenany loans, secured or unsecured from companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act, 1956. Accordingly, provisionsof clause 4(iii) and (g) of the Order, are not applicable to the Company and hence notcommented upon.

iv. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the company and thenature of its business for the purchase of inventory, fixed assets and for the sale ofgoods. Further based on our examinations and according to the information and explanationsgiven to us, we have neither come across nor have we been informed of any major weaknessin the internal control.

v. (a) According to the information and explanations given to us, we are of the opinionthat the the particulars of contracts or arrangements referred to in section 301 of theCompanies Act, 1956 that need to be entered into the register maintained under section 301of the Companies Act, 1956, if any, 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 arrangements entered in the registermaintained under section 301 of the Companies Act, 1956 and exceeding the value of rupeesfive lakhs in respect of any party during the year have been made at prices which arereasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning ofsection 58 - A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance ofDeposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies(Auditor's Report) Order, 2003 (as amended ) are not applicable to the company.

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

viii. In our opinion and according to the information and explanations given to us, themaintenance of cost records has not been prescribed by the Central Government undersection 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded bythe Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education andprotection fund, employees state insurance, income tax, value added tax, wealth tax,service tax, custom duty, excise duty, cess and other material statutory dues applicableto it, have generally been regularly deposited with the appropriate authorities thoughthere has been a slight delay in a few cases.

(b) According to the information and explanations given to us, there are no undisputedamounts payable in respect of income tax, wealth tax, service tax, sales tax, customsduty, excise duty and cess were in arrears, as at March 31, 2012 for a period of more thansix months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of vattax, customs duty, wealth tax, excise duty and cess which have not been deposited onaccount of any dispute.

x. The company has neither accumulated losses as at March 31, 2012 nor it as incurredcash losses during the financial year ended on that date and the immediately precedingfinancial year.

xi. In our opinion and according to the information and explanations given to us, thecompany has not defaulted in repayments of dues to banks or financial institution as atbalance sheet date.

xii. In our opinion and according to information and explanations given to us, thecompany has not granted any loans and advances on the basis of security by way of pledgeof shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefitfund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor'sReport) Order, 2003 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 except those investment which are held as investments.Accordingly the provisions of clause 4 (xiv) of the companies (Auditor's Report) are notapplicable to the company.

xv. According to information and explanation given to us, the company has givenguarantee to ICICI Bank amounting to Rs. 5346 Lakhs for granting loan to M/S EuropeOmnitech Technology Services, subsidiary company at Netherlands for acquisition of companyabroad.

xvi. In our opinion, the term loans have been applied for the purpose for which theywere raised.

xvii. On the overall examinations of the balance sheet of the company, in our opinionand according to information and explanations given to us, no instances of application oflong term funds for short term purposes and short term fund for long term purposes werenoticed.

xviii. According to the information and explanations given to us, the company has madepreferential allotment of equity shares to parties covered in the register maintainedunder section under section 301 of the Act and the price at which the shares is issued isnot prejudicial to the interest of the company. The same is in accordance with the SEBI(Disclosure and Investor Protection) Guidelines 2000,

xix. The Company has not issued any debentures during the year; hence the provisions ofclause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year,the management has disclosed the end use of money raised and the same has been verified.

xxi. 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.