1.  We have audited the attached Balance Sheet of HCL Infosystems
 Limited (the Company) as at June 30, 2011, and the related Profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 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 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order) issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956''
 of India (the ''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the 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 explanations which, to the
 best of our knowledge and belief, were necessary for the purposes 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 accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on June 30, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on June 30, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at June 30, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of HCL Infosystems Limited on the financial statements for the
 year ended June 30, 2011]
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year. In respect of
 inventory lying with third parties, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, 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) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  (a) 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 Act.
 
 (b) 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 Act.
 
 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, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (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 in respect of
 any party during the year have been made 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 within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, except dues
 in respect of sales tax and employee state insurance contribution,
 where there have been some delays during the year, the Company is
 regular in depositing the undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, sales-tax, wealth tax, service tax, customs duty, excise
 duty, cess and other material statutory dues as applicable with the
 appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax and excise duty as at June 30, 2011 which have
 not been deposited on account of a dispute, are as follows:
 
 Name of the Statute     Nature          Amount           Amount
                         of the dues    (?/Crores)        deposited
                                                          under protest
                                                          (?/Crores) 
 
 Uttar Pradesh Trade
 Tax Act, 1948          Sales Tax 
                        (including        23.85            5.12
                        interest)
 
 Uttar Pradesh Value    Commercial tax     0.24            0.27
 Added Tax Act, 2008    (including 
                        Penalty)
 
 Delhi Sales Tax Act, 
 1975                   Sales Tax          0.25            0.01
 
 Delhi Value Added      Trade Tax          5.61             -
 Tax Act, 2004
 
 Tamil Nadu General     Sales Tax          0.86            0.27
 Sales Tax Act, 1959
 
 West Bengal            Sales Tax          3.00             -
 Sales Tax Act, 1994
 
 Assam General          Sales Tax          0.17            0.01
 Sales Tax, 1993
 
 Rajasthan Sales        Sales Tax          0.04            0.01
 Tax Act, 1994
 
 Rajasthan Value        Commercial tax     0.18             -
 Added Tax Act, 2003
 
 Kerala General Sales   Sales Tax          1.04            0.20
 Tax Act, 1963
 
 Maharashtra Sales      Sales Tax          0.01            0.01
 Tax Act, 1969
 
 Himachal Pradesh       Sales Tax 
                        (Including         0.08            0.08
 Value Added            Penalty)
 Tax Act, 2005.
 
 Karnataka Value        Sales Tax          1.63            0.58
 Added Tax Act, 2003
 
 Andhra Pradesh Value   Sales Tax          0.25            0.12
 Added Tax Act, 2005
 
 Punjab General         Sales Tax 
                        (including         0.06             -
 Sales Tax Act, 1948    Penalty)
 
 Punjab Value Added     Sales Tax 
                        (including         1.12            0.50
 Tax Act, 2005          Penalty)
 
 Jammu & Kashmir Value  Sales Tax 
                        (including         2.75            0.08
 Added tax Act, 2005    Penalty)
 
 Uttrakhand Value       Sales Tax 
                        (including        12.98            0.12
 Added Tax Act, 2005    Penalty)
 
 Central Excise Act, 
 1944                   Excise Duty        9.32            0.85
                       (Including Penalty)
 
 Income Tax Act, 1961   Income Tax         3.95            0.89
 
 Total                                    67.39            9.12
 
 
 Name of the Statue            Period to        Forum where
                               which the        the dispute
                               amount           is pending
                               relates
 
 Uttar Pradesh Trade
 Tax Act, 1948                2002-2008     Commercial Tax Tribunal,
                                            Noida / High Court, 
                                            Allahabad / Joint
                                            Commissioner (Appeals)
                                            Commercial Tax, Noida/
                                            Additional Commissioner
                                            (Appeals) Commercial
                                            Tax, Noida
 
 Uttar Pradesh Value
 Added Tax Act, 2008          2008-2010     Joint Commissioner 
                                            (Appeals) of Commercial 
                                            Tax, Noida
 
 Delhi Sales Tax Act, 1975    1999-2005     Assistant Commissioner
                                            Sales Tax, Delhi /
                                            Deputy Commissioner
                                           (Appeals), Sales Tax,
                                            Delhi / Joint Commissioner
                                           (Appeals) Sales
                                            Tax, Delhi
 
 Delhi Value Added
 Tax Act, 2004                2005-2008     Additional Commissioner
                                            of Sales Tax, Delhi
 
 Tamil Nadu General
 Sales Tax Act, 1959          1998-2009     Tribunal Commercial Tax,
                                            Chennai / Commercial
                                            Tax Officer,Chennai /
                                            Assistant Appellate
                                            Commissioner, Chennai
 
 West Bengal
 Sales Tax Act, 1994          2001-2008     Joint Commissioner
                                            (Appeals) of Sales Tax,
                                            Kolkata
 
 Assam General
 Sales Tax, 1993              2001-2007     Superintendent, 
                                            Sales Tax, Guwahati/ 
                                            Deputy Commissioner
                                            of Sales Tax, Guwahati
 
 Rajasthan Sales
 Tax Act, 1994                1998-2006     Deputy Commissioner 
                                            (Appeals) of Sales Tax, 
                                            Jaipur
 
 Rajasthan Value
 Added Tax Act, 2003          2006-2008     Deputy Commissioner 
                                            (Appeals) of Commercial
                                            Tax, Jaipur
 
 Kerala General Sales
 Tax Act, 1963                2001-2011     Tribunals of Sales Tax, 
                                            Kochi / Deputy Commiss
                                            -ioner (Appeals)
                                            Sales Tax, Kochi /Check Post
                                            Authorities, Kerala
 
 Maharashtra Sales
 Tax Act, 1969                2003-2004     Deputy Commissioner (Appeals)
                                            of Sales Tax, Mumbai
 
 Himachal Pradesh
 Value Added
 Tax Act, 2005.               2006-2007     Assistant Commissioner
                                            of Sales Tax, Shimla
 
 Karnataka Value
 Added Tax Act, 2003          2005-2008     Joint Commissioner 
                                            Appeal Sales Tax,
                                            Bengaluru
 
 Andhra Pradesh Value
 Added Tax Act, 2005          2005-2008     Commissioner (Appeals) of
                                            Commercial Tax, Hyderabad/
                                            Assistant Commissioner,
                                            Hyderabad
 
 Punjab General
 Sales Tax Act, 1948          2004-2005     Assistant Commissioner, 
                                            Mohali
 
 Punjab Value Added
 Tax Act, 2005                2007-2009     Assistant Commissioner, 
                                            Mohali
 
 Jammu & Kashmir Value
 Added tax Act, 2005          2007-2009     Deputy Commissioner 
                                            Appeals, Jammu
 
 Uttrakhand Value
 Added Tax Act, 2005          2007-2009     Joint Commissioner
                                            Commercial Tax, Dehradun
 
 Central Excise Act, 1944     1980-2010     Central Excise & Service Tax
                                            Appellate Tribunal /
                                            Commissioner (Appeals)
 
 Income Tax Act, 1961         1989-2009     Commissioner (Appeals) /
                                            High Court
 
 
 Total
 
 For detailed listing refer Note 26 on Schedule 21.
 
 10.  The Company has no accumulated losses as at June 30, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 16.  In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 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, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 18.  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.
 
 19.  The Company has created security or charge in respect of
 debentures issued and outstanding at the year-end.
 
 20.  The Company has not raised any money by public issues during the
 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 according to the information and
 explanations given to us, except for the below mentioned instances of
 fraud on the Company during the year that resulted in aggregate loss of
 Rs. 0.87 Crores, as informed to us by the Management, we have neither
 come across any instance of fraud on or by the Company, noticed or
 reported during the year, nor have we been informed of any other such
 cases by the Management.
 
 (i) Teeming and lading of receipts from customers by an employee, whose
 services have since been terminated, resulting in aggregate loss of Rs.
 0.42 Crores to the Company by way of write-off of the amounts
 misappropriated by the said employee.
 
 (ii) Processing of fraudulent expenses by certain employees, whose
 services have since been terminated, resulting in aggregate loss of Rs.
 0.05 Crores, by way of write-off of the fraudulent expenses.
 
 (iii) A bank guarantee relating to a customer contract, which upon
 presentation to the bank was determined to be forged, resulting in
 aggregate loss of Rs. 0.40 Crores by way of write-off of the dues from
 the customer.
 
                                            For Price Waterhouse
 
                               Firm Registration Number: 301112E
 
                                           Chartered Accountants
 
                                                   Abhishek Rara
 Place : Noida                                           Partner
 
 Date  : August 17, 2011              Membership Number: F-77779