We have audited the attached Balance Sheet of Diamond Infosystems Ltd
 (herein after referred to as the Company) as at 31st March, 2012 and
 also the annexed profit and loss Account and the cash flow statement
 for the financial 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.
 
 We have conducted our audit in accordance with the auditing standards
 generally accepted in India. These 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 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.
 
 As required by the Companies (Auditor''s Report) Order, 2003, issued by
 the Central Government in terms of Section 227 (4A) of Companies Act,
 1956 and on the basis of such check of the books and records of the
 Company produced before us and as considered appropriate by us, we
 enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said order.
 
 Further to our comments in the Annexure referred to in paragraph above,
 we report that:
 
 1.  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.
 
 2.  In our opinion, the Company has kept proper books of account as
 required by law so far as it appears from our examination of the books
 and proper returns adequate for the purpose of our audit.
 
 3.  The Balance Sheet and Profit and Loss Account dealt with by this
 Report are in agreement with the aforesaid books of accounts.
 
 4.  In our opinion, the Balance sheet, Profit and Loss Accounts and
 Cash Flow Statement of the company dealt with by this report, generally
 comply with the Accounting Standards referred to in Section 211(3C) of
 the Companies Act, 1956.
 
 5.  On the basis of written representations received from the
 Directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, we report that none of the Directors are disqualified as on
 31st March, 2012 from being appointed as a Director in terms of Clause
 (g) of subsection (1) of Section 274 of the Companies Act, 1956.
 
 6. 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
 schedules and notes 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 balance sheet, of the State of affairs of the Company
 as at 31st March 2012; and
 
 II) In the case of Profit & Loss Account, of the Profit for the year
 ended on that date; and
 
 III) In the case of Cash Flow Statement, of the Cash Flows for the year
 ended on that date.
 
                                             
 Annexure to Auditors'' Report
 
 (1) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets were physically verified by the management in the
 current year in accordance with a planned programme of verifying them
 at reasonable intervals which, in our opinion, is rational having
 regard to the size of the Company and the nature of its assets. No
 material discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (2) (a) The management has conducted physical verification of inventory
 at reasonable intervals during the year.
 
 (b) 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 no
 material discrepancies were noticed on physical verification.
 
 (3) (a) According to the information and explanations given to us, the
 Company has not granted any loans, secured or unsecured to companies,
 firms or other parties covered in the register maintained under Section
 301 of the Companies Act, 1956.  Accordingly, provisions of clauses
 4(iii) (a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as
 amended) are not applicable to the Company and hence not commented
 upon.
 
 (b) According to the information and explanations given to us, 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 Companies Act, 1956.  Accordingly, provisions of clauses
 4(iii) (e) to (g) of the Companies (Auditor''s Report) Order, 2003 (as
 amended) are not applicable to the Company and hence not commented
 upon.
 
 (4) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system 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.
 During the course of our audit, we have not observed any major weakness
 or continuing failure to correct any major weakness in the internal
 control system of the Company in respect of these areas.
 
 (5) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in Section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under Section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees five lakhs have been
 entered into during the financial year at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 (6) The Company has not accepted any deposits from the public.
 
 (7) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (8) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956, related to the manufacture of electrical goods, and are of
 the opinion that prima facie, the prescribed accounts and records have
 been made and maintained.
 
 (9) (a) The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs 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 respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (10) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (11) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to banks. The Company
 has no outstanding dues to financial institutions or debenture holders.
 
 (12) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (13) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (14) 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 Companies (Auditor''s Report) Order,
 2003(as amended) are not applicable to the Company.
 
 (15) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by its subsidiaries from
 banks and financial institutions, the terms and conditions whereof, in
 our opinion, are not prima-facie prejudicial to the interest of the
 Company.
 
 (16) Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (17) 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.
 
 (18) The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act, 1956 as there is no allotment of shares
 during the year under review.
 
 (19) The Company did not have any outstanding debentures during the
 year.
 
 (20) The Company has not raised money by way of public issue of shares/
 debentures in the current year.
 
 (21) As per the recent Circular no. 62/2011 of the Ministry of
 Corporate Affairs Company has prepared its financial report as per
 revised Schedule VI of the Companies Act, 1956.
 
 (22) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 
                                            For VIJAY N. TEWAR & CO.
                                              (Chartered Accountants) 
 
                                                     (Vijay N. Tewar) 
                                                           Proprietor 
                                                Membership No. 040676
 
 Place: Vadodara 
 Date : 14th August, 2012