We have audited the attached Balance Sheet of M/s. Accel Frontline
 Limited, Chennai as at 31st March, 2012, Statement of Profit and Loss
 and the Cash Flow Statement for the year ended on that date annexed
 thereto incorporating the financial statements of M/s Accel Frontline
 Service Limited consequent to the merger on appointed date 01.04.2011
 and Singapore branch of Accel Frontline Limited which were audited by
 the other auditors whose reports have been considered and our opinion
 is based on the other auditors. 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.
 
 1.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. These 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.
 
 2.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 as amended by Companies (Auditor''s Report)(Amendment) order, 2004
 issued by the Government of India vide GSR No.766 (E) 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 paragraph 4 and
 5 of the said Order..
 
 3.  Further to our comments in the Annexure referred to 2 above, we
 report that:
 
 (i) 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;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the company so far as appears from our examination of
 those books
 
 (iii) The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the balance sheet, profit and loss account and
 cash flow statement dealt 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 31st March 2012 and taken on record by the Board of
 Directors, we report that none of the directors of the Company are
 disqualified as on 31st March, 2012 from being appointed as a director,
 in terms 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
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (a) In the case of the Balance Sheet, of the state of affairs of the
 company as at 31st March, 2012;
 
 (b) In the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (c) In the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report Of M/s. Accel Frontline Limited,
 Chennai
 
 Referred to in paragraph 2 of our report of even date,
 
 (i)(a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (i)(b) The company has a phased programme of physical verification of
 fixed assets which in our opinion is reasonable having regard to the
 size of the company and the nature of its business. No material
 discrepancies were noticed on such verification.
 
 (i) (c) The fixed assets disposed off during the year were not
 substantial, According to the information and explanation given to us;
 we are of the opinion that the disposal of the fixed assets has not
 affected the going concern status of the company.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (ii) (b) The procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.  However the
 procedures need to be further strengthened.
 
 (ii) (c) In our opinion and according to the explanations given to us,
 the company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book stock has been properly dealt with in the books of account.
 
 (iii) (a) The company has not granted or taken any loans secured/
 unsecured to/from companies, firms or other parties covered under the
 register maintained under sec.301 of the Companies Act, 1956.  Hence,
 comments on sub-clauses (b), (c), (d), (e), (f) & (g) are not
 applicable.
 
 (iv) 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 with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, no major weakness has been noticed in the internal controls.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in sec.301 of the Companies Act, 1956 that
 need to be entered into the register maintained under sec.301 have been
 so entered.
 
 (v) (b) In our opinion and according to the information and
 explanations given to us, the transactions made in pursuance of such
 contracts or arrangements exceeding value of Rs.5/- lakhs have been
 entered into during the financial year at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 (vi) The company has not accepted any deposits from public and hence
 the provisions of sec 58A and 58AA or any other relevant provisions of
 the companies Act 1956 and the Companies (Acceptance of deposits)
 Rules, 1975 with regard to the deposits accepted from the public is not
 applicable.
 
 (vii) In our opinion, the company has an internal audit system, which
 is commensurate with the size and nature of its business.
 
 (viii) Maintenance of cost records under section 209 (1) (d) of the
 Companies Act, 1956 is not applicable to the company.
 
 (ix)(a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees state insurance, sales tax,
 wealth tax, customs duty, excise duty have been regularly deposited
 with appropriate authorities. However in respect of service tax and
 income tax there were delays in depositing the tax with the appropriate
 authorities.
 
 (ix) (b) According to the records of the company, no undisputed amounts
 payable in respect of provident fund, investor education and protection
 fund, employees state insurance, income-tax, wealth- tax, service tax,
 sales-tax, customs duty, excise duty, cess and other undisputed
 statutory dues were outstanding, at the year end, for a period of more
 than six months from the date they became payable.
 
 (ix) (c) According to the records of the company the dues outstanding
 of income tax, sales tax, wealth tax, service tax, customs duty, excise
 duty and cess on account of any dispute are as follows:
 
                                   Amount   Period to     Forum where
 Name                                                     the dispute is
 of the     Nature of Dispute               which the 
                                    (Rs.)                 pending
 statute                                    amount 
                                            relates
 
 Income     Income tax Assessment 
            year 2000-01, in 
            connection with
            non-compete fee      65,82,000  FY 1999-00    DCIT, Co 
                                                          Cir.I (1) - 
                                                          Appeals 
 Tax        disallowance
 
            Income tax Assessment 
            year 2007-08, in 
            connection with 
            Capitalization of   42,418,700  FY 2006-07    Commissioner 
                                                          of Income tax
            application software,
            IPO expenses,
            depreciation of 
            leasehold
            improvement, 
           (Appeals), Chennai 
            allowance of STPI 
            profits and 
            allowance
            of goodwill
 
            Income tax Assessment 
            year 2006-07, in 
            connection with 
            depreciation         7,348,370  FY 2005-06    Income tax 
                                                          Appellate 
                                                          Tribunal,
            claimed on 
            temporary wooden 
            structures.                                   Chennai Bench,
                                                          Chennai
 
            Income Tax Assessment 
            Year 2008-09 in
            connection with 
            depreciation on    3,88,10,980  FY 2008-09    Commissioner 
                                                          of Income tax
            application
            software and 
            allocation of 
            corporate expenses
            for STPI, 
            Depreciation                                 (Appeals)
                                                          Chennai
            on goodwill,
            temporary
            structure. 
            Dividend income 
            and IPO
            expenses
 
 Sales      Appeal filed 
            on 14.10.04 for
            disputed turnover
            of Rs.10,71,720.00
            and inter-             115,842  2001-02       Asst. 
                                                          Commissioner 
                                                         (Appeals) 
 Tax        est of Rs.19786/-.
 
            Levy of Tax for
            non-production of 
            Form F for 
            Rs.406821/= and 
            Increase in             34,306  2003-04       Assistant
                                                          Commissioner 
            taxable AMC 
            Turnover from 10%
            to 20%. Under 
            WBST ACT.
 
           (f) Wrong imposition
            of Interest on 
            late payment of
            Turnover Tax,
            Increase in            139,135  2004-05       Assistant
                                                          Commissioner
            Taxable AMC 
            Turnover etc. under 
            WBST ACT.
 
           (g) The dispute
            relates to 
            non-submission of 
            Form F for 
            interstate branch      149,787  2002-03       Trade Tax  
                                                          Tribunal, 
                                                          Lucknow
            movement of stock, 
            which the company 
            has filed at the 
            time of hearing
            with the appellate 
            authorities. The 
            Tribunal has
            remanded back 
            the case to the 
            assessing officer 
            for fresh 
            assessment
 
            The dispute 
            relates to delay 
            in filing the tax 
            return and 
            Penalty was levied     418,413  2005-06       High Court,
                                                          Bangalore
            @50% until March 
            31, 2005 and 
            @10% w.e.f.
            01.04.2006
 
            Assessment order 
            passed without
            proper hearing. 
            Appeal filed
            before Sr.           3,293,672  2006-07       Joint 
                                                          Commissioner
            Joint Commissioner
            for reopening of  
            Sales Tax 
            Assessment
 
            Dispute with  
            regard to tax 
            rate on ATVM-KIOSK     607,938  2007-08       Deputy
                                                          Commissioner
                                                         (appeals)
 
            Additional VAT 
            liability due to 
            increase in 
            turnover, purchase 
            tax liability,         293,929  2007-08       Joint
                                                          Commissioner
            disallowance of 
            Input Tax Credit,
            imposition of 
            interest and 
            penalty under 
            VAT Act.
 
            CST liability 
            on account of
            non-production 
            of Form F and
            consideration of       560,072  2007-08       Joint 
                                                          Commissioner
            High SEA Sale
            under CST Sale
            and imposition 
            tax on it.
 
            Imposition of 
            penalty for late 
            submission of
            VAT Audit Report.      100,123  2007-08       Joint 
                                                          Commissioner
 
            Due to enhancement
            of sales turnover 
            under VAT Act, the 
            tax liability has      174,198  2008-09        Joint 
                                                           Commissioner
            been increased in
            addition to
            imposition of 
            interest for 
            delayed payment.
 
            CST liability has 
            been increased for 
            non production of 
            FORM F and C during 
            assessment time.
 
            Due to enhancement
            of sales turnover 
            under VAT Act, the 
            tax liability has      226,508  2008-09       Joint 
                                                          Commissioner
            been increased in 
            addition to
            imposition of
            interest for 
            delayed payment.
 
            CST liability has
            been increased for 
            non production of 
            FORM F and C during 
            assessment time.
 
 Service    Penalty for 
            belated payment of
            service tax            584,433  FY 2007-08    CESTAT,
                                                          Chennai
 Tax
 
            Service Tax 
            demanding on 
            Rental of 
            computers under 
            the head Supply of  22,03,375  FY 2008-09 &  Additional 
                                                          Commissioner 
            tangible goods                 2009-10       Chennai
 
            Service Tax 
            demanding on 
            Rental of 
            computers under 
            the head Supply of  16,41,097  FY 2010-11 &  Additional
                                                          Commissioner,
            tangible goods                 Apr''11 to 
                                            June''11       Chennai
 
            Service tax 
            demanding on 
            overriding 
            commission           45,26,915  FY 2008-09 &  Additional
                                                          Commissioner
                                            2009-10       Chennai
 
 (x) The company does not have any accumulated losses at the end of the
 financial year and has not incurred any cash losses during the
 financial year covered by our audit and in the immediately preced- ing
 financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management the company has not defaulted in
 repayment of dues to banks.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us the company has not
 granted loans and advances on the basis of security by way of pledge of
 shares and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefit fund/society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly the
 provisions of clause 4 (xiv) Companies (Auditor''s Report) Order, 2003
 are not applicable to the company.
 
 (xv) The company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 (xvi) According to the records of the company, the company has availed
 the term loans and used the same for the intended purpose.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the utilization of funds, we report that the
 no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 section 301 of the Companies Act 1956.
 
 (xix) The company did not have any outstanding debentures dur- ing the
 year.
 
 (xx) During the year the company has not raised any money from public
 by way of issue of shares.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                       K.S.AIYAR & CO.
 
                                       Chartered Accountants 
 
                                      (Firm Regn No: 100186W)
 
                                       S.Kalyanaraman 
 
 Place: Chennai- 16                    Partner
 
 Date: October 31, 2012                M No: 200565