We have audited the attached Balance Sheet of Capricorn Systems Global
 Solutions Limited'' Hyderabad st as on 31 March ‘ 2012 and also the
 Profit and Loss Account for the Year Ended on that date annexed thereto
 and Cash Flow Statement for the period 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 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 over all financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 1.  As required by the Companies (Auditor’s Report) Order'' 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act'' 1956 and on the basis of such checks
 of the books and records of the Company as we consider appropriate and
 according to the information and explanations given to us'' We give in
 the annexure a statement on the matters specified in paragraph 4 and 5
 of the said Order.
 
 2.  Our comments on the accounts are as under:
 
 a) Balances appearing under Sundry Debtors'' Loans and Advances are
 subject to confirmation and / or reconciliation.
 
 b) According to the information and the explanations given to us'' the
 Company does not have any over – dues to SSI units and hence no
 provision for interest is made in accounts.
 
 3.  Subject to our observations in the annexure referred to in
 paragraph (1) and our comments in paragraph
 
 (2) 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 purpose of our
 audit.
 
 b) In our opinion proper books of account as required by law have been
 kept by the Company so far as it appears from our examination of such
 books.
 
 c) The Balance Sheet and Profit and Loss Account referred to in this
 report are in agreement with the Books of Account.
 
 d) In our opinion the Balance sheet and Profit and Loss Account are in
 compliance with the Accounting Standards referred to in Sec. 211 (3C)
 of the companies Act'' 1956'' excepting in relation to Accounting
 Standard 22 on Accounting for Taxes on Income.
 
 e) In our opinion'' and based on the information and explanations given
 to us'' none of the
 
 st Directors of the Company are disqualified as on 31 March ‘2012 from
 being appointed as a Director under clause (g) of sub – section (1) of
 Section 274 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 Balance Sheet and Profit and
 Loss Account read together with the significant accounting polices and
 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 so far as it relates to the Balance sheet'' of the state of
 affairs of the Company as on 31 of March 2012 and
 
 ii) In so far as it related to the Profit and Loss Account'' of the
 Profit of the Company for the Year ended on that date.
 
 iii) In the case of Cash Flow Statement'' of the Cash Flows for the year
 ended on that date.
 
                                        
 ANNEXURE REFERRED TO IN PARAGRAPH (1) OF THE REPORT OF EVEN DATE:
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us'' the fixed assets have been physically verified
 by the management during the year which'' in our opinion'' is reasonable
 having regard to the size of the Company and the nature of its assets.
 No material discrepancies were notice on such verification.
 
 (c) In our opinion'' the Company has not disposed off substantial part
 of fixed assets during the year and the going concern status of the
 Company is not affected
 
 (ii) The Clauses relating to the physical verification of inventories''
 maintenance of records of inventory is not applicable to the Company as
 the company is engaged in the development of software and there are no
 inventories in the operations of the Company.
 
 (iii) In respect of loans'' secured or unsecured'' granted or taken by
 the Company to/from companies'' firms or other parties covered in the
 register maintained under Section 301 of the Companies Act'' 1956:
 
 a) The Company has not taken any loans from parties mentioned in the
 register maintained under section 301 of the Companies Act’1956.
 
 b) There are no loans which are given during the year.
 
 (iv) I n 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 fixed assets'' and with regard to
 the sale of services. During the course of our audit'' we have not
 observed any major weaknesses in internal controls.
 
 (v) (a) According to the information and explanations given to us'' we
 are of the opinion that the transactions that need to be entered into
 the register maintained under section 301 of the Companies Act'' 1956
 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us'' the transaction made in pursuance of contract or
 arrangements entered in the register maintained under section 301 of
 the Companies Act'' 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 (vi) In our opinion and according to the information and explanations
 given to us'' the Company has complied with the provision of sections
 58A and 58AA of the Companies Act'' 1956 and the Companies (Acceptance
 of Deposits) Rules'' 1975with regard to the deposits accepted form the
 public.
 
 (vii) The Company has an internal audit system'' the scope of the same
 need to be increase so as to be commensurate with the size and nature
 of the business.
 
 (viii) In our opinion and according to the information and explanations
 given to us'' the Central Government has not specified maintenance of
 cost records under section 209 (1) (d) of the Companies Act'' 1956 to
 the company for the year under audit.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund'' investor education protection fund'' employees’ state insurance''
 sales tax'' wealth tax'' custom duty'' excise duty'' cess and other
 material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us no
 undisputed amounts payable in st respect of wealth tax'' sales tax''
 customs duty'' excise duty and cess were in arrears'' as at 31 March ‘
 2012 for a period of more than six months from the date they became
 payable.
 
 (c) According to the information and explanation given to us'' there are
 no dues of sale tax'' income tax'' customs duty'' wealth tax'' excise duty
 and cess which have not been deposited on account of any dispute.
 
 (x) The company does not have any accumulated losses. The company has
 not suffered any cash losses during the financial year covered by the
 audit and also in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us'' the Company is regular in payment of dues to the NBFCs
 from which it has availed Hire Purchase Loan.
 
 (xii) In our opinion and according to the information and explanation
 given to us'' no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares'' debentures and other
 securities.
 
 (xiii) In our opinion'' the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore clause 4(xiii) of the Companies
 (Auditor’s Report) Order’2003 is not applicable to the Company.
 
 (xiv) In our opinion and according to the information and explanation
 given to us the Company is not dealing in shares and securities.
 
 (xv) In our opinion and according to the information and explanations
 given to us the Company has not given guarantees for the loans taken by
 others from Banks or Financial Institutions.
 
 (xvi) The Company has not raised any new term loans during the year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company'' we report
 that no funds raised on short term basis have been used for long term
 investment'' No long term loan funds have been used to finance short
 terms assets expect permanent working capital.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and the Companies covered in the Register maintained under
 Section 301 of the Companies Act’1956 during the year.
 
 (xix) The Clause 4(xix) of the Companies (Audit Report) Order 2003
 relating to the creation of security for the Debentures is not
 applicable to the Company as no debentures are raised by the Company.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) According to the information and explanations given to us'' no
 fraud on or by the Company has been noticed or reported during the year
 that caused the financial statements to be materially misstated.
 
                                         for SATYANARAYANA & Co
 
                                           CHARTERED ACCOUNTANTS 
 
 FRN No. 003680S                                           Sd/- 
 
 Place: Hyderabad.                             J. JAGANNADHA RAO 
 
 Date: 30 May 2012                                       Partner
 
                                           Membership No. 006239