1.  We have audited the attached Balance Sheet of FCS Software
 Solutions Ltd., as at 31st March 2012, the Profit and Loss Account for
 the year ended on that date annexed thereto and 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.
 
 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 statement. 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.
 
 3.  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 we enclose in the annexure
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said order.
 
 4.  Further to our comments in the annexure referred to in paragraph 3
 above, we report that:
 
 a) We have obtained all the information and explanation, 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 appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the mandatory
 accounting standards referred in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 e) On the basis of written representation received from the directors,
 and taken on record by the Board of Directors, we report that none of
 the directors is disqualified as on 31st March 2012, 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 explanation given to us, they said accounts read together with the
 Significant Accounting Policies and other 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 principal generally accepted in India;
 
 i) In so far as it relates to Balance- Sheet, of the state of affairs
 of the company as at 31st March, 2012;
 
 ii) In so far as it relates to the Profit and Loss Account, of the Loss
 of the company for the year ended on that date; and
 
 iii) In so far as it relates to the Cash Flow Statement, of the cash
 flows of the company for the year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 The annexure referred to in our report to the members of FCS Software
 Solutions Ltd.(''the company'') for the year ended 31 March, 2012. We
 report that:
 
 1.  The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets in respect
 of all its location.
 
 2.  The fixed assets have been physically verified by the management at
 all location at reasonable intervals. No material discrepancies between
 book records and the physical inventories have been noticed on such
 verification.
 
 3.  The company is a service company, Primarily rendering software and
 other IT enabled services.  Accordingly it does not hold any physical
 inventories as such. However, the ongoing projects were valued as work
 in process, to the extent expenses incurred thereon.
 
 4.  (a) The company has not taken any unsecured loan during the period
 from Company, Firm and other parties covered in the Register maintained
 under section 301 of the Companies Act, 1956.
 
 (b) As informed to us the Company had not granted any other loan,
 secured or unsecured to other companies, firm or other parties covered
 in the register maintained under section 301 of the Companies Act,
 1956.
 
 5.  In our opinion and according to the information and explanation
 given to us, there is an adequate internal control procedure
 commensurate with the size of the company and the nature of its
 business for purchase of inventory and fixed assets and on the sale of
 goods. During the course of our audit, no major weakness has been
 noticed in the internal controls. We have not observed any failure on
 the part of the company to correct major weakness in internal controls.
 
 6.  Based on audit procedure applied by us and according to the
 information and explanation provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 of companies Act, 1956 have been so
 entered.
 
 7.  In our opinion and according to information and explanation given
 to us the company has no deposits as prescribed under Section 58A and
 58AA of the Companies Act, 1956 and rules framed there under.
 
 8.  In our opinion the company has an internal audit system
 commensurate with the size and nature of its business.
 
 9.  On the basis of information and explanation given to us we are of
 the opinion that prima facie cost records and accounts prescribed by
 the Central Government under said Section 209(1) (d) of the Companies
 Act, 1956 in respect of products of the Company covered under the rules
 under said Section are not applicable to the Company.
 
 10.  According to information and explanation given to us the company
 is depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Employees State Insurance, Income Tax, Sales
 Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the
 extent applicable to it.
 
 11.  Based on our examination of the records and evaluations of the
 related internal controls, we are of the opinion that proper records
 have been maintained of the transactions and contracts relating to
 shares, securities and other investment dealt in by company and timely
 entries have been made in the records. We also report that the company
 has held the shares, securities and other investment in its own name.
 
 12.  The company has not given guarantee for loans taken by others from
 banks or financial institutions, the terms and conditions thereof are
 not prima facie prejudicial to the interest of the company.
 
 13.  The company had not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 14.  In our opinion and according to the information and explanations
 given to us, the company is not chit fund or nidhi/mutual benefit
 fund/society.
 
 15.  The company has not made any preferential allotment of shares to
 companies, firms or parties covered in the register maintained under
 section 301 of the companies act, 1956.
 
 16.  The company did not raise any money by public issue during the
 year.
 
 17.  Based upon the audit procedures performed and information and
 explanation given by the management, we report that no fraud on or by
 the company has been noticed or reported during the course of our
 audit.
 
 18.  Other clauses of the order are not applicable to the company.
 
                                                For SPMG & Company
 
                                             Chartered Accountants
 
                                                              Sd/-
 
 Place : New Delhi                                     Vinod Gupta
 
 Dated : 23/05/2012                                        Partner
 
                                              Membership No. 90687