1.  We have audited the attached Balance Sheet of AXIS-IT&T Limited,
 (the Company) as at 31 March 2011, and also the Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date,
 annexed thereto (collectively referred as the financial statements).
 These financial statements are the responsibility of the Companys
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial state- ments 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
 pre- sentation. We believe that our audit provides a reasonable basis
 for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order 2003 (the
 Order) (as amended), issued by the Cen- tral Government of India in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (the Act), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to 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 law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c.  The financial statements dealt with by this report are in agreement
 with the books of account;
 
 d.  On the basis of written representations received from the
 Directors, as on 31 March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act;
 
 e.  In our opinion and to the best of our information and according to
 the explanations given to us, the financial statements dealt with by
 this report comply with the accounting standards referred to in the
 Subsection (3C) of Section 211 of the Act and the rules framed there
 under and give the information required by the Act, 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:
 
 i) the Balance Sheet, of the state of affairs of the Company as at 31
 March 2011;
 
 ii) the Profit and Loss Account, of the profit for the year ended on
 that date; and
 
 iii) the Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 Annexure to the Auditors Report of even date to the members of
 Axis-IT&T Limited, on the financial statements for the year ended 31
 March 2011.
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the financial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report that:
 
 i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which fixed assets are verified in a phased manner over
 a period of three years. In our opinion, this periodicity of physical
 verification is reasonable having regard to the size of the Company and
 the nature of its assets. No material discrepancies were noticed on
 such verification.
 
 (c) In our opinion, a substantial part of fixed assets has not been
 disposed off during the year.
 
 ii) The Company does not have any tangible inventory. Accordingly, the
 provisions of clause 4(ii) of the Order are not applicable.
 
 iii) (a) The Company has not granted any loan, secured or undsecured ,
 to Companies, firms or other parties covered in the Register maintained
 under section 301 of the Act. Accordingly the provisions of clause
 4(iii) (b) to (d) of the order are not applicable.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, the provisions of clauses
 4(iii)(f) and 4(iii)(g) of the Order are not applicable.
 
 iv) Owing to the nature of its business, the Company does not maintain
 any physical inventories or sells any goods. Accordingly, clause 4(iv)
 of the Order with respect to purchase of inventories and sale of goods
 is not applicable. In our opinion, there is an adequate internal
 control system commensurate with the size of the Company and the nature
 of its business for the purchase of fixed assets and for the sale of
 services. During the course of our audit, no major weakness has been
 noticed in the aforesaid internal control system.
 
 v) (a) The Company has not entered into any contracts or arrangements
 referred to in Section 301 of the Act.  Accordingly, the provisions of
 clause 4(v) of the Order are not applicable.
 
 vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
 clause 4(vi) of the Order are not applicable.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii) To the best of our knowledge and belief, the Central Government
 has not prescribed maintenance of cost records under clause (d) of
 sub-section (1) of Section 209 of the Act, in respect of the services
 rendered by the Company. Accordingly, the provisions of clause 4(viii)
 of the Order are not applicable.
 
 ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
 other material statutory dues, as applicable, have generally been
 regularly deposited with the appropriate authorities, though there has
 been a slight delay in a few cases. No undisputed amounts payable in
 respect thereof were outstanding at the year end for a period of more
 than six months from the date they became payable.
 
 (b) There are no dues in respect of income tax, sales tax, wealth tax,
 service tax, customs duty, excise duty and cess that have not been
 deposited with the appropriate authorities on account of any dispute.
 
 x) In our opinion, the Companys accumulated losses at the end of the
 financial year are more than fifty percent of its net worth. Further
 the Company has not incurred cash losses during the financial year
 covered by our audit and the immediately preceding financial year.
 
 xi) In our opinion, the Company has not defaulted in repayment of dues
 to any bank. The Company has no dues payable to a financial institution
 or debenture holders during the year.
 
 xii) The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, the provisions of clause 4(xii) of the Order are not
 applicable.
 
 xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual
 benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of
 the Order are not applicable.
 
 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) In our opinion, the terms and conditions on which the Company has
 given a guarantee for loan taken by others from bank or financial
 institutions are not, prima facie, prejudicial to the interest of the
 Company.
 
 xvi) In our opinion, the Company has applied the term loans for the
 purpose for which the loans were obtained.
 
 xvii) In our opinion , 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 or companies covered in the register maintained under Section
 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the
 Order are not applicable.
 
 xix) The Company has neither issued nor had any outstanding debentures
 during the year. Accordingly, the provisions of clause 4(xix) of the
 Order are not applicable.
 
 xx) The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of clause 4(xx) of the Order are not
 applicable.
 
 xxi) No fraud on or by the company has been noticed or reported during
 the period covered by our audit.
 
 
 
                                          For Walker, Chandiok & Co
 
                                              Chartered Accountants
 
                                      Firm Registration No: 001076N
 
                                                         - Sd -
 
                                            per Aashish Arjun Singh
 
                                                            Partner
 
                                              Membership No. 210122
 
 Noida
 
 25 May 2011