1.  We have audited the attached Balance Sheet of AFTEK LIMITED as at
 31st March 2011 and also the annexed Profit and Loss Account and Cash
 Flow Statement of the Company for the year ended on that date annexed
 thereto (collectively referred as ''financial statements''). 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.
 
 2.  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.
 
 3.  As required by manufacturing and other Companies (Auditor''s Report)
 order, 2003 issued by the Company Law Board in terms of Section 227
 (4A) of the Companies Act, 1956, we enclose in annexure a statement on
 the matters specifies in paragraph 4 & 5 of the said order.
 
 4.  Without qualifying our opinion, we draw attention to Note No B.2
 (iii) to Schedule S, wherein as explained the Liability if any of the
 pending assessment under Income Tax, Sales tax (including interest, if
 any) are not ascertained.
 
 5.  We report that:
 
 5.1 As stated in note B.14 to Schedule S, the management has not
 considered any provision in respect of old outstanding loans and
 advances aggregating (Rs.''000) 80,639 [Previous year (Rs.''000) 80,639],
 which in our opinion, are doubtful for recovery. Consequently loans and
 advances are overstated and net loss for the year is understated by
 (Rs.''000) 80,639. This matter was also qualified in the previous years.
 
 5.2 As explained in note B.16 to Schedule S, the management has not
 considered any further provision in respect of investments (net of
 provision) aggregating (Rs.''000) 29,597 [Previous year (Rs.''000)
 29,597] and loans and advances of (Rs.''000) 5,508 [Previous year
 (Rs.''000) 5,565] given to Opdex Inc. a wholly owned subsidiary whose
 accumulated losses substantially exceed its paid up capital. The impact
 of non provision of diminution in investments and doubtful loans and
 advances, if any, is presently not ascertainable. This matter was also
 qualified in the previous year.
 
 6.  Further to our comments in the annexure referred to in paragraph
 (1) above; we state that:
 
 i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose 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 examinations of
 those books;
 
 iii) The Balance Sheet and Profit and Loss account dealt with by this
 report are in agreement with the books of account;
 
 iv) In our opinion, the financial statements 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 representation received from the directors
 of the company as on 31st March, 2011 and taken on record by the board
 of directors, we report that none of the director is prima facie
 disqualified as on 31st March, 2011 from being appointed as director of
 the company in terms of clause (g) of sub section (1) of the 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 given the information
 as 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, in the case of:
 
 a) The Balance Sheet, of the state of affairs of the company as at 31st
 March 2011;
 
 b) The Profit and Loss account of the Profit for the year ended on that
 date; and
 
 c) The Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Annexure referred to in Paragraph (3) of Audit Report to the members of
 AFTEK LIMITED on the Accounts of the year ended on 31st March, 2011.
 
 As required by the Manufacturing and Other Companies (Auditors Report)
 Order, 2003 issued by the Company Law Board in terms of Sec. 227 (4A)
 of the Companies Act, 1956, as we considered appropriate and the
 information and explanations given to us during the course of our audit
 we report that:
 
 (i) In respect of fixed assets:
 
 (a) the company is maintaining proper records showing full particulars,
 including quantitative details and situation of fixed assets on the
 basis of available information;
 
 (b) As explained to us the fixed assets have been physically verified
 by the management at reasonable intervals; and no material
 discrepancies between the book records and physical inventory have been
 noticed.
 
 (c) A substantial part of fixed assets have not been disposed off
 during the year.  (ii) In respect of Inventories:
 
 (a) The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable;
 
 (b) In our opinion and according to the information and explanations
 given to us the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) The company is maintaining proper records of inventory and as
 explained to us there were no material discrepancies were noticed on
 physical verification, and the same have been properly dealt with in
 the books of account.
 
 (iii) In respect of loans, secured or unsecured to/from companies,
 firms or other parties covered in the register maintained under section
 301 of the Act.
 
 (a) The company has granted unsecured loan to specified parties covered
 under section 301 of the Companies Act during the year. Maximum amount
 outstanding during the year was (Rs.''000) 11,069 and the year end
 balance was (Rs. ''000) 11,069.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such a loan are prima facie not prejudicial to the interest of the
 company.
 
 (c) The loans are repayable on demand. As Informed, the company has not
 demanded repayment of any such loans during the year, thus there is no
 default on the part of the party to whom the money is lent. The payment
 of interest where applicable has been regular.
 
 (d) There is no amount overdue in respect of loans granted to
 companies, firms or other parties listed in the register maintained
 under section 301 of Act.
 
 (e) The company has taken unsecured loan from a party covered in the
 register maintained under section 301 of the Companies Act during the
 year. Maximum amount outstanding during the year was (Rs.''000) 19,365
 and the year end balance was (Rs. ''000) 19,365.
 
 (f) The rate of interest and other terms and conditions of unsecured
 loan taken by the company are prima facie not prejudicial to the
 interest of the company.
 
 (g) The loans are repayable on demand. As Informed, the party has not
 demanded repayment of any such loans during the year, thus there is no
 default on the part of the company. Payment interest where applicable
 are regular.
 
 (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, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit we have not observed any major
 weaknesses in internal control;
 
 (v) In respect of transactions covered under section 301 of the
 Companies Act 1956,
 
 (a) In our opinion and according to the information and explanations
 given to us the particulars of contracts or arrangements referred to in
 section 301 of the Act have been entered in the register required to be
 maintained under that section have been so entered;
 
 (b) In our opinion and according to the information and explanations
 given to us transactions made in pursuance of such contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time with regard
 to transactions exceeding the value of five lakh rupees in respect of
 each party and in any financial year.
 
 (vi) The company has not accepted deposits from the public within the
 meaning of Section 58A and 58AA of the Companies Act, 1956 and the
 rules frames thereunder.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with its size and nature of its business;
 
 (viii) The Central Govt. has not prescribed maintenance of cost records
 under clause (d) of sub-section (1) of section 209 of the Act.
 
 (ix) In respect of statutory dues:
 
 (a) According to the information and explanations given to us the
 company is not regular in depositing undisputed statutory dues
 excluding Investor Education and Protection Fund, which has been paid
 in time, Employees State Insurance, Sales-tax, Wealth Tax, Service Tax
 Custom Duty, Excise Duty, Cess and any other statutory dues with the
 appropriate authorities. Undisputed provident fund dues are not
 regularly deposited with the appropriate authorities.  In respect of
 income tax, the Company is not regular in depositing those dues with
 the appropriate authorities and there have been significant delays in a
 large number of cases. Undisputed amounts payable in respect of above
 mentioned taxes which were outstanding, at the year end for a period of
 more than six months from the date they became payable are as follows:
 
 Name Of     Nature of Dues    Amount Period to 
                                      which          Due Date  Date of
 The Statute                (Rs.''000) Amount relates           Payment
 
 Income Tax 
 Act, 1961   Deduction Of 
             Tax                744.4 April''10       7-May-10     2
             at Source-
             Salary             732.4 May''10         7-Jun-10     8
 
                                628.6 June''10        7-Jul-10     -
 
                                616.4 July''10        7-Aug-10     j
 
                                613.0 August''10      7-Sep-10     u
 
                                612.2 September''10   7-Oct-10     l
 
                                859.3 October''10     7-Nov-10     -
 
                                889.2 November''10    7-Dec-10     1
 
                                849.8 December''10    7-Jan-11     1
 
                                791.0 January''11     7-Feb-11
 
 Income Tax 
 Act, 1961   Deduction of Tax   130.0 April''10       7-May-10 
 
             at Source-Rent     130.0 May''10         7-Jun-10     N
 
                                130.0 June''10        7-Jul-10     o
 
                                130.0 July''10        7-Aug-10     t
 
                                130.0 August''10      7-Sep-10
 
                                130.0 September''10   7-Oct-10     P
 
                                135.5 October''10     7-Nov-10     a
 
                                140.0 November''10    7-Dec-10     i
 
                                140.0 December''10    7-Jan-11     d
 
                                123.1 January''11     7-Feb-11
 
 Income Tax 
 Act, 1961   Deduction of Tax    16.8 April''10       7-May-10
 
             at Source-
             Professional        41.8 May''10         7-Jun-10     N
 
             or Technical 
             Services            94.4 June''10        7-Jul-10     o
 
                                 39.1 July''10        7-Aug-10     t
 
                                824.7 August''10      7-Sep-10
 
                                 56.3 September''10   7-Oct-10     P
 
                                  8.2 October''10     7-Nov-10     a
 
                                211.4 November''10    7-Dec-10     i
 
                                 36.8 December''10    7-Jan-11     d
 
                                 24.7 January''11     7-Feb-11
 
 Income Tax 
 Act, 1961   Deduction of Tax     2.9 April''10       7-May-10
 
             at Source-Payment    2.2 May''10         7-Jun-10     N
 
             to Contractor        6.7 June''10        7-Jul-10     o
 
                                  2.0 July''10        7-Aug-10     t
 
                                  0.7 August''10      7-Sep-10   
 
                                  3.7 September''10   7-Oct-10     P
 
                                  1.9 October''10     7-Nov-10     a
 
                                 12.0 November''10    7-Dec-10     i
 
                                  1.3 December''10    7-Jan-11     d
 
                                  2.5 January''11     7-Feb-11
 
 Income Tax 
 Act, 1961   Deduction of Tax     1.6 April''10       7-May-10     N
             at Source-
             Commission           7.0 June''10        7-Jul-10     o
 
             or Brokerage         0.8 July''10        7-Aug-10     t
 
                                  6.9 August''10      7-Sep-10     P
 
                                 16.6 September''10   7-Oct-10     a
 
                                  6.2 November''10    7-Dec-10     i
 
                                  4.2 December''10    7-Jan-11     d
 
                                  4.2 January''11     7-Feb-11
 
 Income Tax 
 Act, 1961   Deduction of Tax     1.1 June''10        7-Jul-10     N
             at Source-                                           o
             Advertising          0.9 August''10      7-Sep-10     t
 
                                  0.3 September''10   7-Oct-10     P
 
                                  0.5 October''10     7-Nov-10     a
                                                                  i
                                  1.8 November''10    7-Dec-10     d
 
 Employees 
 Provident   Provident Fund     540.1 April''10      20-May-10 
 
 Fund and    Contribution       528.3 May''10        20-Jun-10     N
 
 Miscellaneous                  510.9 June''10       20-Jul-10     o
 Provisions 
 Act, 1952                      494.4 July''10       20-Aug-10     t
 
                                490.7 August''10     20-Sep-10     P
 
                                492.6 September''10  20-Oct-10     a
 
                                479.7 October''10    20-Nov-10     i
 
                                467.3 November''10   20-Dec-10     d
 
                                457.0 December''10   20-Jan-11
 
                                412.4 January''11    20-Feb-11
 
 Maharashtra 
 State       Profession Tax      30.3 September''10  31-Oct-10     
 Tax on                                                           N
 Professions,                    28.6 October''10    30-Nov-10     o
 Trades,                                                          t
 Callings                        28.4 November''10   31-Dec-10     
 and                                                              P
 Employments                     28.4 December''10   31-Jan-11     a
                                                                  i
 Act, 1975                       26.2 January''11    28-Feb-11     d
 
 Maharashtra 
 Value       Sales Tax           17.8 September''10  21-Oct-10   Not Paid
 Added Tax 
 Act, 2002
 
 Central 
 Sales       Central Sales Tax  283.2 September''10  21-Oct-10   Not Paid
 Tax Act, 
 1956
 
 Name of the Statute  Nature of the Dues  Amount 
                                          (Rs.''000) Period to 
                                                    which       Date of
                                                    Amount 
                                                    relates     Payment
 
 Income Tax Act, 1961 Tax on FCCB Interest     581   2008-09   Not Paid
 
 Income Tax Act, 1961 Tax on Dividend        7,948   2007-08   Not Paid
 
 Income Tax Act 1961  Tax on Regular         3,052   2008-09   Not Paid
                      Assessment U/s143(3)
 
 (b) The dues outstanding in respect of sales tax/income tax/custom
 duty/wealth tax/ Service Tax /excise duty/cess on account of any
 dispute, are as follows:
 
 Name of the Statute Nature of the 
                     Dues            Amount 
                                     (Rs.''000)  Period to 
                                                 which       Forum where
                                                Amount 
                                                relates       dispute is
                                                                 pending
 
 Finance Act, 1994   Service Tax       4,667    2007-08  Commissioner of
                                                             Service Tax
 
 (x) The company has no accumulated losses at the end of the financial
 year and has not incurred cash losses in the financial year and has not
 incurred cash losses in the immediately preceding financial year;
 
 (xi) According to the information and explanations given to us the
 company has defaulted in repayment of dues to a banks the details of
 the same as on 31st March, 2011 are as mentioned below.
 
 Sr.
 No  Name of the Bank    Type of Loan        Month  Defaulted  Defaulted
                                                    Principal 
                                                      Amount    Interest
                                                                 amount
                                                      in Rs.
                                                      (''000)     in Rs.
                                                                 (''000)
 
 I  Bank of India -         Term Loan   July 2010-
                                         March 2011      Nil      5,818
    Jersey Channel Islands
 
 II IDBI Bank Ltd.          Term Loan February 2011      Nil        519
 
                                         March 2011      Nil        626
 
 III State Bank of Bikaner 
     & Jaipur               Term Loan      Jan 2011      Nil      4,422
 
                                      February 2011      Nil      4,343
 
                                         March 2011      Nil      4,857
 
 IV State Bank of Bikaner 
    & Jaipur                Cash 
                            Credit A/c January 2011      Nil      1,199
 
                                      February 2011      Nil      1,250
 
                                         March 2011      Nil      2,661
 
 V Union Bank of India      Term Loan December 2010   10,600        Nil
 
                                      February 2011      Nil        563
 
                                         March 2011      Nil        610
 
 (xii) According to the information and explanations given to us the
 company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities;
 
 (xiii) The provisions of any special statute applicable to chit fund
 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.  Accordingly, the
 provisions of clause 4(xiv) of the order are not applicable.
 
 (xv) The company has given guarantee for loans taken by Subsidiary from
 a bank, According to the information and explanations given to us the
 terms and conditions whereof are prima facie not prejudicial to the
 interest of the company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us the term loans were applied for the purpose for which the
 loans were obtained;
 
 (xvii) In our opinion and according to the information and explanations
 given to us the funds raised on short-term basis have not been used for
 long term investment.
 
 (xviii) According to the information and explanations given to us the
 company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under section 301 of
 the Act.
 
 (xix) According to the information and explanations given to us the
 company has not issued secured debentures during the year.
 
 (xx) According to the information and explanations given to us the
 company has not raised money by public issues during the year.
 
 (xxi) In our opinion and according to the information and explanations
 given to us no fraud on or by the company has been noticed or reported
 during the year.
 
 
                                                         For GMJ & CO
 
                                                Chartered Accountants
 
                                                  (FRN No. – 103429W)
 
                                                       (Haridas Bhat)
 
                                                              Partner
 
 Mumbai, August 31, 2011                               (M. No. 39070)