1) We have audited the attached Balance Sheet of COMPUTERSKILL LIMITED
 as at 31st March, 2008 and the Profit and Loss Account for the year
 ended on that date annexed thereto and the Cash Flow Statement for the
 year ended on the date. 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 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 the Companies (Auditors Report) Order 2003 issued by
 the Central Government of India in terms of Section (4A) of Section 227
 of the Companies Act, 1956, we annex here to a statement on the matters
 specified in paragraphs 4 and 5 of the said order to the extent
 applicable.
 
 4) Further to our comments in the annexure referred to in paragraph 3
 above, we state 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 accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, subject to Note 1(xb) of Schedule 23 regarding Non
 Provision of Leave Encashment & Gratuity in respect of Employee
 Benefit the Balance Sheet and the Profit and Loss Account comply with
 Accounting Standards referred to in Section 211 3(C) of the Companies
 Act, 1956.
 
 e) On the basis of the written representations received from the
 directors, as on March 31, 2008 and taken on record by the Board of
 Directors, we report that none of the directors of the Company are
 disqualified as on March 31, 2008 from being appointed as a director,
 in terms of 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, subject of Note 1(xi) of Schedule 23
 regarding Non Provision of Leave Encashment & Gratuity in respect of
 Employee benefit as required by AS 15 issued by Institute of
 Chartered Accountants of India & the subsequential understatement of
 losses of the company (amount not quantifiable) & Note No. 8 of
 Schedule-23 regarding Balance Confirmation from Debtors, Creditors,
 Banks & Financial Institution & note No. 9 of Schedule-23 regarding non
 moving/slow moving items, & Note No. 10 of Schedule-23 regarding
 classification of accounts as non performing assets (NPA) by IDBI &
 Note No. 11 of Schedule-23 regarding classification of accounts as non
 performing assets (NPA) by Union Bank of India and non-charging of
 interest on there loan, Subject to Note No. 24 of Schedule 23 regarding
 Going Concern Assumption the said accounts read together with the
 notes 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 Balance Sheet of the state of affairs of the Company
 as at 31st March, 2008 and
 
 ii) in the case of the Profit and Loss Account of the Loss 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 TO THE AUDITORS REPORT
 
 1) In respect of its Fixed Assets :
 
 a) The Company is in the process of updating Fixed Assets register for
 the year under review.
 
 b) As explained to us, a major portion of the fixed assets have been
 physically verified by the Management at the year end. In our opinion,
 the frequency of verification is reasonable having regard to the size
 of the company and nature of its assets. As informed to us, no material
 discrepancies were noticed on such physical verification.
 
 c) As explained to us, the company has not made any disposal of Fixed
 Assets during the year.
 
 2) In respect of Inventories :
 
 a) As explained to us, inventories were physically verified by the
 Management at reasonable intervals during the year.
 
 b) In our opinion and according to the explanation given to us, the
 procedures for physical verification of inventories followed by the
 Management were reasonable and adequate in relation to the size of the
 company and the nature of its business.
 
 c) In our opinion and according to the information and explanations
 given to us, the company is maintaining proper records of Inventory.
 The discrepancies noticed on verification between the Physical stocks
 and the book records were not material.
 
 3) 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 any parties covered under
 the register maintained under Section 301 of the Companies Act, 1956.
 
 b) The Company has granted interest free loans to one party covered
 under the register maintained under Section 301 of the Companies Act,
 1956, aggregating to Rs. 1,15,252/ - (Maximum balance during the year
 Rs. 13,25,728/-).
 
 c) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the interest free loan granted
 by the Company are prima facie not prejudicial to the interest of the
 Company.
 
 d) In respect of loan granted by the Company, the principal amount is
 repayable on demand.
 
 4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purpose of inventory, fixed assets and also for the sale of goods and
 services.
 
 5) 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, particulars of contract or arrangement referred to in
 Section 301 of the act have been entered in register required to be
 maintained u/s 301 of the Companies Act, 1956.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions of purchase of goods and material and
 sale of goods, material made in pursuance of contracts or arrangement
 entered in the register maintained u/s 301 of the Companies Act, 1956
 and aggregating to Rs. 5/- lacs, or more in respect of each party have
 been made at prices which are reasonable having regard to the
 prevailing market price for such goods, material or the prices at which
 the transaction for similar goods & material have been made with other
 parties.
 
 6) In our opinion and according to the explanations given to us, the
 company has not complied with the provisions of section 58A and 58AA of
 the Companies Act, 1956 and the rules framed there under with regard to
 the deposits accepted from the public.
 
 7) In our openion, the internal audit system is commensurate with its
 size and nature of business.  However in our opinion the same is
 required to be strengthened.
 
 8) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 Section 209 (1) (d) of the Companies Act, 1956 in respect of activities
 carried out by the Company.
 
 9) In respect of Statutory Dues :
 
 a) According to the records of the company undisputed statutory dues
 including Provident Fund, Employees State Insurance, Income-tax,
 Sales-tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and
 any other statutory dues have not been regularly deposited with the
 appropriate authorities.
 
 The extent of the arrears of outstanding statutory dues as at the last
 day of the financial year concerned for a period of more than six
 months from the date they became payable are as follows :
 
 Statutory Liability outstanding for more than six months   Amount (Rs.)
 
 Tax Deducted at Source                                       866,265
 Central Sales Tax / Vat                                    8,376,431
 Professional Tax                                             116,469
 Provident Fund                                               760,491
 Fringe Benefit Tax                                           647,710
 
 b) According to the information and explanation given to us, the
 Company has no disputed statutory dues that have not been deposited on
 account of matters pending before appropriate authority.
 
 10) The accumulated losses of the company at the year end are more than
 fifty percent of its net worth and the company has incurred cash losses
 during the financial year covered by our audit.The company has also
 incurred cash loss during the immediately preceding financial year.
 
 11) As informed to us, the company has defaulted in the repayment of
 dues of financial institutions.
 
 The overdue amount of principal & interest is as under:
 
                    More than One Year       Within One year
                      Rs.                              Rs.
 
 PRINCIPAL            96,148,636              81,714,146
 INTEREST             50,369,720              45,414,423
 
 12) According to the information and explanation given to us, the
 Company has not granted any loan and advances on the basis of security
 by way of pledge of share, debenture and other security.
 
 13) In our Opinion, the company is not a chit fund or a nidhi/mutual
 benefit funds/society.
 
 14) According to the information & explanation given to us, the company
 is not dealing or trading in shares, securities, debentures and other
 investments.
 
 15) According to the information & explanation given to us, the company
 has not obtained any term loan during the year.
 
 16) According to the information & explanation given to us and on an
 overall examination of the balance sheet and cash flow statement of the
 Company and after placing reliance on the reasonable assumption made by
 the Company for classification of long term and short term usage of
 funds, we are of the opinion that Rs. 98.38 lacs raised for short term
 basis have been used during the year for long term purpose.
 
 17) The Company has not given guarantees for loans taken by others from
 Banks or Financial Institutions.
 
 18) The Company has not made any preferential allotment of Shares
 during the year.
 
 19) The Company has not issued any debentures during the year
 
 20) The Company has not raised any money by way of Public Issue during
 the year.
 
 21) 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.
 
                                                   For Parikh & Majmudar
                                                   Chartered Accountants
 
 Place : Ahmedabad                                          Hiten Parikh
 Date  : 28th June, 2008                                         Partner
                                                  Membership No. : 40230