1.  We have audited the attached Balance Sheet of GSS INFOTECH LIMITED
 (''The Company'') as at 31 March, 2012 and the related Profit and Loss
 Account and Cash Flow Statement attached thereto for the 9 months
 period 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 generally accepted
 auditing standards in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance whether the financial
 statements are free from 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 (Auditor''s Report) Order, 2003, (''The
 Order''), issued by the Central Government of India in terms of section
 227 (4A) of ''The Companies Act, 1956 (''the Act'') and on the basis of
 such checks as we considered appropriate and according to the
 information and explanations given to us, we set out in the Annexure 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:
 
 (i ) 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.
 
 (ii) 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.
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash flow
 Statement dealt with by this report are in agreement with the books of
 account maintained.
 
 (iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are prepared in accordance with the
 Accounting Standards referred to in Section 211 (3C) of the Companies
 Act, 1956, to the extent applicable.
 
 (v) On the basis of written representations received from the directors
 as on 31 March, 2012, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31 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.
 
 (vi) In our opinion, and to the best of our information and according
 to the explanations given to us, the said accounts read with
 significant accounting policies and notes thereon give the information
 required by the Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India :
 
 a.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March 2012 ;
 
 b.  In the case of the Profit and Loss Account, of the Loss for the 9
 months period ended on that date; and
 
 c.  In the case of the Cash flow statement, of the cash flows for the
 period ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE ON THE
 ACCOUNTS OF GSS INFOTECH LIMITED (''THE COMPANY '') FOR THE PERIOD ENDED
 31 MARCH, 2012
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of
 fixed assets by which fixed assets are verified in a phased manner over
 a period of three years. In accordance with this programme, certain
 fixed assets were verified during the year and no material
 discrepancies were noticed on such verification. In our opinion, this
 periodicity of physical verification is reasonable having regard to the
 size of the company and the nature of its assets.
 
 (c) In our opinion and according to the information and explanations
 given to us, Fixed Assets disposed off during the year were not
 substantial and therefore, do not affect the going concern assumption.
 
 2.  The Company is a service company, primarily rendering Information
 Technology Services. Accordingly, as it does not hold any physical
 Inventories, the provisions of Clause 4 (ii) of the Order are not
 applicable to the Company for the current year.
 
 3.  (a) As per the information and explanations given to us, the
 Company had granted advances to two parties covered in the Register
 maintained under Section 301 of the Act, aggregating to R 263.18 Lakhs
 and the maximum balance outstanding is R14,309.51 Lakhs.
 
 (b) As per the information and explanations given to us, in our
 opinion, the terms and conditions on which interest free loans have
 been granted to Companies and parties listed in the register maintained
 under Section 301 of the Companies Act, 1956 are, prima facie, are not
 prejudicial to the interests of the Company (c ) As per the information
 and explanations given to us, these loans do not carry any specific
 repayment schedule and accordingly do not warrant any comments under
 Clauses 4 (iii) (c) and (d) of the Order for the current year.
 
 (d ) The Company has taken interest free unsecured loan from two party
 ''s covered in the register maintained under 301 of the Act, aggregating
 to R30,30,000/- and the maximum balance outstanding during the year is
 R65,30,000/-.
 
 (e ) In our opinion,terms and conditions of unsecured loan taken from
 the party ''s listed in the register maintained under Section 301 of the
 Act, are not prima facie prejudicial to the interest of the Company.
 
 (f) The Company is regular in repayment, where applicable, of principal
 amount on unsecured loan taken from the party''s listed in the register
 maintained under Section 301 of the Act.
 
 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
 purchase of fixed assets and for sale of services and during the course
 of our audit. We have not come across any instances of continuing
 failure to correct major weaknesses in internal control system.
 
 5.  (a) According to information and explanations furnished to us and
 as confirmed by the management of the company, we are of the opinion
 that the particulars of contracts or arrangements that need to be
 entered in the register maintained under section 301 of the companies
 Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, these transactions made in pursuance of contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time have been
 made during the year.
 
 6.  As the Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA of the Act and rules framed there
 under, the provisions of Clause 4(vi) of the Order are not applicable
 to the Company for the current year.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  As the Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub section (1) of
 section 209 of the Act for any of the activities of the company, the
 provisions of Clause 4(viii) of the Order are not applicable to the
 Company for the current year.
 
 9.  (a) According to records of company and as per the information and
 explanation given to us, the company is generally regular in depositing
 with the appropriate authorities, the undisputed statutory dues
 including provident fund, Investor Education protection Fund, Income
 Tax, Sales Tax, Customs duty, Excise duty, Cess and other material
 statutory dues applicable to it except Wealth tax, and in respect of
 these statutory dues, there are no outstanding statutory dues as on
 31.03.2012,which are outstanding for a period of more than six months
 from the date they become payable.
 
 (b) According to records of Company and as per information and
 explanations given to us, there are no dues of Income tax, Wealth tax,
 Service tax, Customs duty, Excise duty, which have not been deposited
 on account of any dispute, except as stated hereinuder:-
 
 Asst Year     Amount 
               involved   Particulars
 
 2008-09       2,30,912   Appeal pending before CIT Appeals (3)
 
 10.  The Company does not have any accumulated losses at the end of the
 current financial year. The Company had incurred cash losses in the
 current financial period as against cash profit in the immediately
 preceding financial year.
 
 11 As per the information and explanations given to us, the Company did
 not have any outstanding dues to any financial institution or bank or
 debenture holders as at the balance sheet date, and hence the
 provisions of Clause 4( xi) of the Order are not applicable to the
 Company for the current year.
 
 12.  As per the information and explanations given to us, the company
 has not granted any loans and advances on the basis of security by way
 of pledge of shares, debentures and other securities, and accordingly
 the provisions of Clause 4(xii) of the Order are not applicable to the
 Company for the current year.
 
 13.  In our opinion, as the Company is not a chit fund or a nidhi or
 mutual benefit fund or society, the provisions of Clause 4 (xiii) of
 the Order are not applicable to the Company for the current year.
 
 14.  As the company is not dealing or trading in shares, securities,
 debentures and other Investments, the Provisions of clause 4(xiv) of
 the order are not applicable to the Company for the current year.
 
 15.  As per the information and explanations given to us, as the
 Company has not given any guarantees for loans taken by others from
 banks or financial institutions, and hence the provisions of Clause
 4(xv) of the Order are not applicable to the Company for the current
 year.
 
 16.  In our opinion, and according to the Information and explanations
 furnished to us, as the company has not availed any term loans, the
 provisions of Clause 4(xvi) of the Order are not applicable to the
 Company for the current year.
 
 17.  On the basis of an overall examination of the balance sheet of the
 company, in our opinion and according to the information and
 explanations given to us, no funds raised on a short-term basis have
 been used for long-term Investment by the Company.
 
 18.  As per the information and explanations given to us, as the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under section 301 of
 the Act during the year, the provisions of Clause 4(xviii) of the Order
 are not applicable to the Company for the current year.
 
 19.  As the Company has not issued any secured debentures, the
 provisions of Clause 4(xix) of the Order are not applicable to the
 Company for the current year.
 
 20.  As the Company has not raised any money by public issues during
 the year, the provisions of Clause 4(xx) of the Order are not
 applicable to the Company for the current year.
 
 21.  During the course of our examination of the books and records of
 the Company carried out in accordance with the generally accepted
 auditing practices in India, and as per the representation given by the
 Company and relied on by us, we have neither come across any instance
 of material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such cases by the management.
 
                                      For SARATH & ASSOCIATES
 
                                      Chartered Accountants
 
                                      Firm Regn No.005120S
 
                                      Sd/-
 
                                      P.SARATH KUMAR
 
 Hyderabad                            Partner
 
 03.09.2012                           Membership No. 021755