We have audited the attached Balance Sheet of M/S EONOUR TECHNOLOGIES
 LIMITED as at 31st March 2003 and also the Profit &Loss Account for the
 year ended that date annexed thereto and the cash flow statement for
 the year 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 a test basis, evidence supporting the amounts and
 disclosure in the financial statement.  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 reasonable basis for
 our opinion.
 
 We report that:
 
 (i) 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.
 
 (ii) In our opinion proper books of account as required by taw, have
 been kept by the company so far as appears from our examination of
 those books, and audited returns in respect of Singapore and US
 office's adequate for the purposes of our audit have been received from
 Branches not visited by us-
 
 (iii) The company's Balance Sheet and profit & Loss account and the
 cash flow statement dealt with by this report are in agreement with the
 books of account and with the audited returns from the Branches.
 
 (iv) The company's Balance sheet and Profit and Loss account dealt with
 by this report comply with the Accounting Standards referred to in
 section 211 (3C) of the Companies Act, 1956 so far as applicable.
 
 (v) On the basis of declarations from the Directors of the company as
 at March 31,2003,and taken on record by the Board of Directors of the
 company, no Director is disqualified from being appointed as Director
 of the company under Section 274(1 )(g) of the Companies Act, 1956.
 
 We further report that
 
 1. In respect of Sundry Debtors Rs 185 629 840 (Sing $ 13 375 186)
 relating to Singapore Branch, the Branch auditors have in their report
 stated that in ascertaining the validity of the amount included in the
 financial statements they have only relied on the' confirmation of the
 balances that the company has received from their debtors and that the
 directors of the company confirmed that as to date Rs 144172 724 (sing
 $ 5 351 623) have been collected and they had no other alternative
 audit procedures to ascertain the recoverability of the said amounts.
 
 2. In respect of Sundry Debtors Rs 2 70 00 000 relating to Chennai,
 with, no subsequent receipts, we have relied on the confirmation of
 balances obtained by the company directly from the debtors.
 
 3. In respect of loans and advances aggregating Rs 5 073 298 with no
 subsequent receipts, we have relied on the confirmation of balances
 obtained by the company directly from the parties.
 
 4. In respect of Sundry creditors aggregating Rs 45 62 794 there are no
 subsequent payments as well as confirmation of balance from the parties
 and in respect of Sundry creditors aggregating Rs 38279281 with no
 subsequent payments, we have relied on the confirmation of balance
 obtained by the company directly from the parties.
 
 5. Travelling expenses Incurred by executives of the company are
 evidenced by Credit Card charge slips only and no supporting evidences
 like bills are available to the extent of Rs 5 62 044.
 
 Subject to the above, in our opinion and to the best of our Information
 and according to the explanations given to us, the said accounts read
 with the notes thereon, give the Information required by the Companies
 Act, 1956 in the manner so required and give a true and fair view:
 
 a) In the case of the Balance sheet of the state of the company's
 affairs as at 31st March 2003
 
 b) In the case of Profit and Loss account of the PROFIT for the year.
 
 c) In the case of cash flow statement of the cash flows for the year
 ended on that date
 
 As required by the Manufacturing and Other Companies (Auditors Report)
 order, 1988, issued by the Central Government under section 227(4A) of
 the Companies Act, 1956 we have to report that:
 
 1 The company is maintaining proper records showing full particulars
 including quantitative details and situation of fixed assets. The fixed
 assets have been physically verified by the management during the year
 and no material discrepancies were noticed on such verification.
 
 2 None of the fixed assets have been revalued during the year.
 
 3 The management has carried out physical verification in respect of
 stocks during the year and the frequency of Verification is reasonable.
 
 4 The procedure of verification of stocks followed by the company is
 reasonable and adequate having regard to the size of the company and
 the nature .  of its business.
 
 5 The discrepancies noticed on verification between the book stock and
 physical stocks were not material.
 
 6 On the basis of our examination, the valuation of stocks is fair and
 proper in accordance with the normally accepted accounting principles
 and is on the same basis as in the previous year.
 
 7 The company has taken loans, unsecured loans from directors listed in
 the register maintained under section 301 of the Companies Act, 1956
 and from two companies under the same management as defined under
 section 370 (1B) of the
 
 Companies Act, 1956. The rate of interest and other terms and
 conditions of such loans are not prima-facie prejudicial to the
 interest of the company.
 
 8 The company has granted interest free unsecured loans to its
 subsidiary and to a company under the same management, as defined under
 sub-section 1 B of section 370 of the Companies Act, 1956-The other
 terms and conditions of such loans are not prima-facie prejudicial to
 the interest of the company.
 
 9 The parties to whom the loans or advances in the nature of loans,
 have been given by the company are repaying the principal amounts as
 stipulated and are also generally regular in the payment of interest,
 where stipulated.
 
 10 The company has to strengthen its Internal control procedures
 commensurate with the size of the company and nature of its business
 for the purchase of components, plant and machinery and other assets
 and for sale of software.
 
 11. In respect of purchases and sate of software to companies, made in
 pursuance of a contract entered in the register maintained under
 section 301,the prices are not comparable in view of the Customised
 software developed to customer requirements. There are no Purchase of
 goods and material and sale of services made in pursuance of contracts
 / arrangement entered in the register maintained under section 301 of
 the Companies Act, 1956.
 
 12. The company has not accepted any deposits from the public.
 
 13. The company has an Internal audit system commensurate with the
 nature -and size of its business.
 
 14. The Central Government has not prescribed the Maintenance of cost
 records by the company under section 209(1 )(d) of the Companies Act,
 1956.
 
 15. There has been delays in depositing provident fund dues during the
 year. The arrears of Provident Fund payable as at 31st March 2003 is Rs
 8 45 627, which have been paid subsequently. We are informed that the
 provisions of ESI Act are not applicable to the company.
 
 16. As per information and explanations given to us, the company does
 not have any undisputed amounts payable in respect of income tax,
 wealth tax, sales tax, customs duly, excise duty for a period of more
 than six months from the date they became payable.
 
 17. As per information and explanation given to us, personal expenses
 have not been charged to revenue account other than those payable under
 contractual obligations or in accordance with generally accepted
 business practice.
 
 18 The company is not a sick industrial company with in the meaning of
 clause (0) of subsection (1) of section 3 of Sick Industrial Companies
 (Special Provisions) Act, 1985.
 
 19 Items A (ix), (xii), (xiv) of Para 4 of the manufacturing and other
 companies (auditors report) order 1988, issued by the Central
 Government under section 227(4A) of the Companies Act, 1956 are not
 applicable to the company.
 
 20 In respect of its service activities, the company has a reasonable
 system that provides for a reasonable allocation of man-hours consumed
 to the relative jobs commensurate with its size and nature of its
 business.
 
                                                   For N R Suresh & Co
                                                 Chartered Accountants
 
 
 Place : Chennai                                           N R Suresh
 Date : 6th September, 2003                                   Partner