We have audited the accompanying financial statements of HOV Services
 Limited (the Company), which comprise the Balance Sheet as at
 December 31, 2012, the Statement of Profit and Loss and the Cash Flow
 Statement of the Company for the year then ended and a summary of the
 significant accounting policies and other explanatory information.
 
 Management''s Responsibility for the Financial Statements
 
 The Company''s Management is responsible for the preparation of these
 financial statements that give a true and fair view of the financial
 position, financial performance and cash flows of the Company in
 accordance with the Accounting Standards referred to in sub-section
 (3C) of section 211 of the Companies Act, 1956 (the Act). This
 responsibility includes the design, implementation and maintenance of
 internal control relevant to the preparation and presentation of the
 financial statements that give a true and fair view and are free from
 material misstatement, whether due to fraud or error.
 
 Auditors'' Responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those Standards require that we comply with the
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and the disclosures in the financial statements. The
 procedures selected depend on the auditor''s judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers the internal control relevant to the
 Company''s preparation and fair presentation of the financial statements
 in order to design audit procedures that are appropriate in the
 circumstances. An audit also includes evaluating the appropriateness of
 accounting policies used and the reasonableness of the accounting
 estimates made by the Management, as well as evaluating the overall
 presentation of the financial statements.
 
 We believe that the audit evidence we have obtained is sufficient and
 appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the financial statements 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 December 31, 2012;
 
 (b) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date, and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003(the
 Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Act, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 2.  As required by Section 227(3) of the Act, 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 it appears from our examination of
 those books.
 
 (c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow
 Statement dealt with by this Report are in agreement with the books of
 account.
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
 and the Cash Flow Statement comply with the Accounting Standards
 referred to in sub-section (3C) of section 211 of the Act.
 
 (e) On the basis of the written representations received from the
 directors as on 31st December 2012 taken on record by the Board of
 Directors, none of the directors is disqualified as on 31st December,
 2012 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Act.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING REPORT ON OTHER
 LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF THE 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) The Company has carried out physical verification of all its fixed
 assets during the year. In our opinion, the frequency of verification
 is reasonable considering the size of the Company and the nature of its
 assets. No material discrepancies were noticed on such 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 purchase 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.  According to the information and explanations provided by the
 management, we are of the opinion that there are no contracts or
 arrangements that need to be entered into the register required to be
 maintained under Section 301 of the Act.
 
 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 there under.
 
 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 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:
 
 Nature of    Nature of     Period To     Amount in    Forum Where
 Statutes     Dues          Which It 
                            Relates       Rs.          Disputed
 
 Income Tax   Income Tax    Assessment
                            Year          2,905,432    Commissioner of
                                                       Income
 Act, 1961                  2009-10                    Tax (Appeals)-1,
                                                       Pune
 
 10.  The Company has no accumulated losses at the end of the financial
 year and has not incurred cash losses in the current year and in the
 immediately preceding financial period.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks.
 
 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.  Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 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.  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
 
                                Firm Registration No. 301051E
 
                                               A.M. Hariharan
 
 Mumbai                                               Partner
 
 February 27, 2013 Membership No. 38323