1.  We have audited the attached Balance Sheet of Genesys International
 Corporation Limited as at 31st March 2011, the Profit and Loss Account
 and the Cash Flow Statement of the Company for the year ended on that
 date, both 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.
 
 2.  We conducted our audit in accordance with the 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 misstatements. 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 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 (as
 amended) issued by the Central Government of India in terms of Section
 227(4A) of the Companies Act, 1956, we annex 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 above, we
 report that:
 
 4.1. We have obtained all the information and explanations, which to
 the best of our knowledge and belief were necessary for the purposes of
 our audit.
 
 4.2. 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.
 
 4.3. 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.
 
 4.4. In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report read with our
 comments in para 6 below comply with the Accounting Standards referred
 to in sub section (3C) of Section 211 of the Companies Act, 1956, to
 the extent applicable, and
 
 5.  On the basis of written representations received from the directors
 of the Company as at 31st March, 2011 and taken on record by the Board
 of Directors, we report that none of the directors of the Company, have
 any disqualifications as referred to in clause (g) of sub section (1)
 of section 274 of the Companies Act, 1956.
 
 6.  Without qualifying our report, attention is invited to note no 22
 a(i) in Schedule L regarding non provision for diminution in the value
 of investments in foreign subsidiary companies for reasons mentioned
 therein and note no 22 a (ii) in Schedule L regarding debts due from
 the sub subsidiary company being considered as good for recovery.
 
 7.  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
 significant accounting policies 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:
 
 - in the case of the Balance Sheet, of the State of Affairs of the
 Company as at 31st March 2011,
 
 - in the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date, and
 
 - in the case of the Cash Flow Statement, of the Cash Flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in Paragraph 3 of our Report of even date on the Accounts
 for the year ended 31st March, 2011 of Genesys International
 Corporation Limited)
 
 1.  a) The Company has maintained proper records
 
 showing full particulars, including quantitative details and situation
 of fixed assets.
 
 b) The fixed assets have been physically verified by the management
 during the year. As informed to us, no material discrepancies were
 noticed on such verification. In our opinion, frequency of verification
 is at reasonable intervals.
 
 c) During the year, the Company has not disposed off any substantial
 part of the fixed assets.
 
 2.  The Company''s nature of operations does not require it to hold
 inventories. Consequently, clause 4(ii) of the Companies (Auditor''s
 Report) Order, 2003, as amended (‘the Order'') is not applicable.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties listed in the
 register maintained under section 301 of the Companies Act, 1956. Hence
 the provisions of clauses (iii)(b) to (iii)(g) of paragraph 4 of the
 Order are not applicable to the Company.
 
 4.  There are adequate internal control procedures commensurate with
 the size of the Company and the nature of its business with regard to
 purchase of fixed assets and for sale of services. During the course of
 our audit, we have not observed any continuing failure to correct major
 weaknesses in internal controls.
 
 5.  a) The particulars of contracts and arrangements
 
 referred to in section 301 of the Companies Act 1956 have been entered
 in the register maintained under section 301 of the said Act.
 
 b) The transactions made in pursuance of contracts 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 the prevailing market prices and other relevant
 factors at the time of transaction.
 
 6.  The Company has not accepted any deposits from the public and
 consequently the provisions of section 58A and 58AA of the Companies
 Act, 1956 and the rules framed thereunder are not applicable.
 
 7.  In our opinion, the Company has an internal audit system which is
 commensurate with its size and nature of its business.
 
 8.  As explained no cost records have been prescribed by the Central
 Government under clause (d) of sub- section (1) of section 209 of the
 Companies Act, 1956 in respect of the activities carried out by the
 Company.
 
 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 statutory dues were outstanding, at the year end, for a period
 
 of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows.
 
 Name     Nature of  Amount   Period to        Forum where
 
 of the    dues        Rs     which the        dispute is
 
 statute                      amount           pending
 
                              relates
 
 Income   Income     181.26   Assessment       Commissioner
 
 Tax Act,  Tax       lacs     Year             of Income Tax
 
 1961                         2007-08          (Appeals)
 
                              & 2008-09
 
 10.  The Company does not have any accumulated losses at the end of the
 financial year and it has not incurred any cash losses in the current
 financial year and in the immediately preceding financial year.
 
 11.  The Company has not defaulted in repayment of dues to any
 financial institution, bank or debenture holders.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  As the Company is not a chit fund, nidhi, mutual benefit fund or a
 society, the provisions of clause (xiii) of the Order are not
 applicable.
 
 14.  The Company is not dealing in or trading in shares, securities,
 debentures and other investments.  Accordingly, the provisions of
 clause 4 (xiv) of the Order are not applicable to the Company. However
 the
 
 Company has invested in shares of foreign and Indian subsidiary
 companies and other bodies corporate which have been held in its own
 name. The company has also invested in the debentures of its associate
 company which have been held in its own name.
 
 15.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 16.  The Company has not raised any term loans during the entire year.
 
 17.  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.  During the year, the Company has not made preferential allotment
 of shares to parties and companies covered under the register
 maintained u/s 301 of the Act.
 
 19.  The Company does not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  During the course of our audit and as explained, no fraud on or by
 the Company has been noticed or reported during the year to us.
 
 For Contractor, Nayak & Kishnadwala 
 Chartered Accountants
 
 Firm''s registration no: 101961W
 
 Saroj Maniar
 
 Partner
 
 Membership No 40803
 
 Mumbai
 
 Dated: May 30th, 2011