We have audited the attached Balance Sheet of Abacus Computers Limited
 as at 31st March, 2012 and the Profit and Loss Account for the year
 ended on that date annexed thereto for the year ended on that date.
 These financial statements are the responsibility of the Company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Manufacturing and Other Companies (Auditor''s Report)
 Order, 2003 issued by the Central Government of India in terms of
 Section 227(4A) of the Companies Act, 1956, we enclose in the annexure
 a statement on the matters specified in paragraphs 4 and 5 of the said
 order.
 
 Further to our comments in the annexure referred to above, we report
 that;
 
 1.  We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 2.  In our opinion proper books of account as required by law have been
 kept by the Company so far as it appears from the examination of those
 books;
 
 3.  The Balance Sheet and the Profit and Loss Account referred to in
 this report are in agreement with the books of account;
 
 4.  In our opinion, the Profit and Loss Account and the Balance Sheet
 comply with the Accounting Standards referred to in sub-section (3-C)
 of section 211 of the Companies Act, 1956;
 
 5. On the basis of representation from directors taken on record by the
 Board of Directors and as per information and explanation given to us,
 none of the Directors of the Company are prima-facie disqualified under
 section 274 (1) (g) of the Companies Act, 1956 from being appointed as
 a Director of the Company as on 31stMarch, 2012.
 
 6. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 notes thereon give the information required by the Companies Act, 1956,
 in the manner so required and give a true and fair view:
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012,
 
 (ii) In the case of Profit and Loss Account, of the Loss for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT ON THE ACCOUNTS OF ABACUS COMPUTERS
 LIMITED FOR THE YEAR ENDED 3151 MARCH, 2012.
 
 1. There are no fixed assets with the Company. The Company has
 maintained proper records showing full particulars of fixed Assets.
 
 2 There is no stock of finished goods, stores, spare parts and raw
 materials of the Company.
 
 3.  The Company has not taken any loans from companies, firms or other
 parties listed in the registers maintained under section 301 of the
 Companies Act, 1956.  Accordingly, Clause (f) and (g) are not
 applicable.
 
 4.  The Company has not granted any ioans to companies, firms or other
 parties listed in the registers maintained under section 301 of the
 Companies Act, 1956 Accordingly, Clause (b), (c), and (d) are not
 applicable.
 
 5.  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 Company and the nature of its
 business.
 
 6.  Based on the information and explanations provided, no internal
 audit has been- conducted during the current financial year and in my
 opinion, there has not been an adequate internal audit system
 commensurate with its size and nature of its business.
 
 7.  The Centra! Government has not prescribed the maintenance of cost
 records under section 209 (1) (d) of the Companies Act, 1956 for this
 type of Company.
 
 8.  As o''er the records of the company and according to the information
 and explanations given to-us, the company is regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, employee''s state insurance, income tax, sales tax, wealth tax,
 custom duty, excise duty, cess and other statutory dues, to the extent
 applicable to it.
 
 9.  As per information and explanations given to us during the year,
 the company has not given any guarantee for loans taken by others from
 bank or financial institutions.
 
 10.  According to the information and explanations given to us and
 overall examination of the records of the company, though determination
 of direct relationship between investment and source of fund is not
 possible. Besides during the year under review no fresh funds were
 raised by the company.
 
 11.  As per information and explanations given to us the company has
 not made any allotment of shares during the year under review,
 
 12.  As per information and explanations given by the management, no
 frauds on or by the company has been noticed or reported.
 
                                          For J H Ghumara & Co.,
 
                                         Chartered Accountants
 
 Place: Mumbai 
 
 Date: 19th June, 2012                   [Jagdish H. Ghumara]
 
                                              Proprietor