1.  We have audited the attached Balance Sheet of HOV SERVICES LIMITED
 as at 31st March, 2011, also the Profit & Loss Account and the Cash
 Flow Statement for the year ended on that date annexed thereto. These
 financial statements are the responsibility of the Companys
 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 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 (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956 (hereinafter referred to as the
 Act), 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 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 the
 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 Section 211(3C) of the Act, to the extent
 applicable;
 
 e) On the basis of the written representation received from directors
 as on 31st March, 2011 and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2011 from being appointed as a director of the Company in terms of
 clause (g) of sub-section (1) of Section 274 of the Act;
 
 f) In our opinion and to best of our information and according to the
 explanations given to us, the said accounts read together with
 Significant Accounting Policies and Notes to Accounts in Schedule 14
 and other notes appearing elsewhere in the accounts, 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii) in the case of the Profit & Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON
 THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2011 OF
 HOV SERVICES LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we state that:
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, all the fixed assets have been physically
 verified by the management at the year end, which in our opinion is
 reasonable considering the size of the Company and nature of its fixed
 assets. No discrepancies have been noticed on such physical
 verification.
 
 c) During the year, no substantial part of fixed assets has been
 disposed off by the Company.
 
 2.  The Company does not have any inventory. Therefore, the provisions
 of clause 4 (ii) of the Order are not applicable to the Company.
 
 3.  The Company has not granted or taken any loans, secured or
 unsecured, to / from companies, firms of 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, having regard to the explanation that purchased of certain
 items of fixed assets and sale of services are of a special nature for
 which suitable alternative source do not exist for obtaining comparable
 quotations, there is an adequate internal control system commensurate
 with the size of the Company and nature of its business for the
 purchase of fixed assets and for the sale of services. The activities
 of the Company do not involve purchase of inventory and sale of goods.
 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) According to the information and explanations given to us, we
 are of the opinion that 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) According to the information and explanations given to us, in our
 opinion, the aforesaid contracts or arrangements aggregating during the
 year to Rs. 5,00,000 or more in respect of each party, have been made
 at prices which are reasonable considering interalia the transfer
 pricing report issued by an expert under the Income Tax Act, 1961
 according to which the prices for such transactions are at arms length.
 
 6.  The Company has not accepted any public deposits within the meaning
 of Section 58A and 58AA or any other relevant provisions of the Act and
 rules framed thereunder.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under clause (d) of sub section (1) of Section 209 of the Act for the
 services rendered by the Company.
 
 9.  a) The Company is generally regular in depositing undisputed
 statutory dues including Provident
 
 Fund, Employees State Insurance, Investor Education and Protection
 Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty,
 Excise Duty, Cess and other statutory dues applicable to the Company
 with appropriate authorities. As explained to us, no undisputed amounts
 payable in respect of the aforesaid statutory dues were outstanding as
 at the last day of the financial year for a period of more than six
 months from the date they became payable.
 
 b) According to the records of the Company, there are no dues of Income
 Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and
 Cess which have not been deposited on account of any dispute except the
 following :
 
 NAME OF               NATURE OF     PERIOD TO AMOUNT    FORUM WHERE
 THE STATUTES          DUES          WHICH IT 
                                     RELATES  (IN RS.)   DISPUTED
 
 Central Excise Act,   Service tax   2008-09   557,079   Customs Excise
 1944                                                    Service Tax 
                                                         Appellate
                                                         Tribunal
 
 10.  The Company has no accumulated losses at the end of the financial
 year and has not incurred cash losses in the current and immediately
 preceding financial year.
 
 11.  In our opinion and according to the information given to us, the
 Company has not taken any loan from the banks/financial institutions.
 Therefore, the provisions of clause 4(xi) of the Order are not
 applicable to the Company.
 
 12.  During the year, 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.  In our opinion, the Company is not a chit fund or a nidhi /mutual
 benefit fund/ society.  Therefore, the provisions of clause 4(xiii) of
 the Order are not applicable to the Company.
 
 14.  In our opinion, the Company is not dealing in shares, securities,
 debentures and other investments. Therefore, the provisions of clause
 4(xiv) of the Order are not applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks and financial
 institutions, are not, prima facie prejudicial to the interest of the
 Company.
 
 16.  According to the information and explanations given to us, the
 Company has not taken any term loans during the year.
 
 17.  The Company has not raised any funds on short term basis.
 Therefore, the provisions of clause 4(xvii) of the Order are not
 applicable to the Company.
 
 18.  During the year, 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 or in the recent past.
 
 19.  The Company has not issued any debentures during the year or in
 the recent past.
 
 20.  The Company has not raised any money by public issue during the
 year or in the recent past.
 
 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, 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 such case by the management.
 
 
                                           For LODHA & COMPANY 
                                           Chartered Accountants
 
                                           A. M. Hariharan
                                           Partner
                                           Membership No.38323
                                           Firm Registration No. 301051E
 
 Place: Mumbai 
 Date : 27th May, 2011