1.  We have audited the attached Balance Sheet of AURIONPRO SOLUTIONS
 LIMITED (the Company) as at March 31, 2011, the Profit & Loss Account
 and the Cash Flow Statement of the Company for the year ended on that
 date annexed thereto. 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 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  We have relied on the audited financial statements and other
 financial information of two amalgamated companies, whose financial
 statements reflect total assets of Rs. 132,487 thousands as at March
 31, 2011 and total revenues of Rs. 151,977 thousands for the year ended
 on that date. These financial statements and other financial
 information have been audited by other auditors whose reports have been
 furnished to us.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003 (the
 Order), as amended, issued by the Central Government in terms of
 Section 227(4A) of the Companies Act, 1956, and as per the information
 and explanation given to us, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 5.  Further to our comments in Para 3 and Annexure referred to in Para
 4 above, we report that:
 
 a) 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;
 
 b) In our opinion, proper books of account as required by the law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, the Balance Sheet, the Profit & Loss Account and the
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3) (C) of the
 Companies Act, 1956.
 
 e) Based on the written representations received from the Directors and
 taken on record by the Board of Directors, we report that none of the
 directors is disqualified as at March 31, 2011, from being appointed as
 director in terms of Section 274 (I) (g) of the Companies Act, 1956.
 
 f) 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 to accounts thereon, 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:-
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2011;
 
 ii) In the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 iii) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 
 (1) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The management during the year has physically verified all the
 fixed assets. In our opinion, the frequency of verification of the
 fixed assets is reasonable having regard to the size of the Company and
 the nature of its assets. According to the information & explanations
 given to us, no material discrepancies were noticed on such
 verification.
 
 (c) During the year, the Company has not disposed off any major part of
 fixed assets so as to affect going concern.
 
 (2) The Company being an information technology services provider is
 engaged in the development of computer software. The inventory of the
 company as at the year end consisted of computer software under
 development amounting to Rs.4.94 Crores, shown as work-in-progress.
 Hence, clause 4 (ii) of the Order are not applicable.
 
 (3) During the year, the Company has not granted / taken any loans,
 secured / unsecured to the companies /firms/parties covered in the
 register to be maintained under section 301 of the Companies Act, 1956.
 Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.
 
 (4) 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 fixed assets and sale of goods and
 services. During the course of audit, we have not observed any major
 weaknesses in the aforesaid internal control system.
 
 (5) According to the information and explanations given to us, there
 are no contracts or arrangements referred to section 301 of the
 Companies Act, 1956 during the year to be entered in the register
 required to be maintained under that section.  Accordingly, sub clause
 (b) is not applicable.
 
 (6) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 during the year within the meaning of provisions of Section 58A, 58AA
 or any relevant provisions of the Companies Act 1956 and rules framed
 there under. We are informed that no order has been passed by the
 Company Law Board, National Company Law Tribunal, Reserve Bank of
 India, any Court or any other Tribunal.
 
 (7) Based on review of the (a) available internal audit reports
 submitted by a firm of Chartered Accountants and (b) minutes of the
 meetings wherein these reports were placed before the Audit Committee
 of the Board, in our opinion, the internal audit system is commensurate
 with the present size of the Company and5 nature of its business. The
 management has noted our suggestions on audit scope for implementation.
 
 (8) In our opinion and according to the information and explanations
 given to us, the requirement of maintenance of cost records prescribed
 by the Central Government under section 209 (I) (d) of the Companies
 Act, 1956 is not applicable to the Company.
 
 (9) In our opinion and according to the information & explanations
 given to us in respect of statutory dues:
 
 (a) The Company has generally been regular in depositing with
 appropriate authorities, undisputed statutory dues including Provident
 Fund, Incom* Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
 Cess and any other statutory dues during the financial year, except
 that there were few instances of delays pertaining to an amalgamated
 company.
 
 (b) There were no* undisputed amounts payable in respect of Provident
 Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
 Cess and any other statutory dues, in arrears as at March 31, 2011 for
 a period of more than six months from the date they become payable.
 
 (c) There were no outstanding disputed dues unpaid as at March 31,201I.
 
 (10) The Company does not have accumulated losses as at the end of the
 financial year and has not incurred cash losses in the financial year
 under report.
 
 (I I) In our opinion and according to the information & explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks / financial institutions during the year.
 
 (12) The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Hence, provisions of clause 4 (xii) of the Order are not applicable.
 
 (13) In our opinion, the Company is not a chit fund/nidhi/ mutual
 benefit fund/society. Hence, provisions of clause 4 (xiii) of the Order
 are not applicable.
 
 (14) The Company is not dealing or trading in shares, securities,
 debentures and other investments. Hence, provisions of clause 4 (xiv)
 of the Order are not applicable.
 
 (15) In our opinion and according to the information and explanations
 given to us, the company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 (16) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 (17) In our opinion and according to the information and explanations
 given to us, and on an overall examination of Balance Sheet, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investments.
 
 (18) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register to be maintained under
 section 301 of the Companies Act, 1956 during the year.
 
 (19) The Company has not issued any debentures during the year.
 
 (20) The Company had raised money by way of public issue in the
 financial year 2005-06. The end use of the money raised has been
 disclosed in the Note 11 of Schedule 14.
 
 (21) During the course of our examination of the books of account and
 records of the Company, carried out in accordance with the generally
 accepted auditing standards in India, and according to the information
 and explanations given to us, we have not come across any instance of
 fraud either noticed or reported during the year on or by the Company.
 
                                           For CHOKSHI & CHOKSHI
 
                                           Chartered Accountants
 
                                           Firm Registration No. 101872W
 
                                           Vineet Saxena
 
                                           Partner
 
                                           M.No. 100770
 Place: Mumbai
 
 Date: August3l, 2011