1.  We have audited the attached Balance Sheet of MPS LIMITED (the
 Company) as at 31st December, 2010, 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 the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we enclose 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 in paragraph 3
 above, we report as follows:
 
 (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, the Profit and Loss Account 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, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211 (3C) of the
 Companies Act, 1956;
 
 (e) We refer to Note No III (8c) of Schedule 19, regarding the
 provision for bonus amounting to Rs. 13 lacs to the Managing Director
 of the Company for the year ended 31st December, 2010, which is subject
 to approval of the Central Government to comply with Section 309 read
 with Schedule XIII of the Companies Act, 1956.
 
 (f) Without qualifying our opinion, we draw attention to:
 
 (i) Note No II (5b) of Schedule 19 regarding the non-provision of
 service tax demand, against which the Company has filed an appeal with
 the concerned authorities.
 
 (ii) Note No II (5c) of Schedule 19 regarding the disallowance of
 service tax claimed by the Company against which an appeal has been
 filed with the respective authorities.
 
 (g) Except for matters referred to in paragraphs (e) above, and read
 together with matters referred in paragraph (f) above, in our opinion
 and to the best of our information and according to the explanations
 given to us, the said accounts 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:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st December, 2010;
 
 (ii) in the case of the Profit and Loss Account, of the loss 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.
 
 5.  On the basis of the written representations received from the
 Directors as on 31st December, 2010 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st December,
 2010 from being appointed as a director in terms of Section 274(1 )(g)
 of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 3 of our
 report of even date)
 
 (i) Having regard to the nature of the Company''s
 business/activities/result, clauses 4(vi), 4(viii), 4(x), 4(xii),
 4(xiii), 4(xiv), 4(xv), 4(xvi), 4(xviii), 4(xix), 4(xx) of CARO are not
 applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) Most of the fixed assets were physically verified during the year
 by the Management in accordance with a regular programme of
 verification which, in our opinion, provides for physical verification
 of all the fixed assets at reasonable intervals. According to the
 information and explanation given to us, no material discrepancies were
 noticed on such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) The Company is engaged in the business of providing typesetting
 and data digitisation and the inventories given in the financial
 statements represent incomplete jobs. In our opinion and according to
 the information and explanations given to us, the Company has
 maintained proper record of its incomplete jobs.
 
 (iv) 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.
 
 (v) 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 with regard
 to purchase of fixed assets and for the rendering of services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system. The activities of the Company do not
 involve purchase of inventory and sale of goods.
 
 (vi) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) There are no transactions, in aggregate, in excess of Rs. 5 lacs in
 respect of any party.
 
 (vii) In our opinion, the internal audit function carried out during
 the year by a Company, appointed by the management, has been
 commensurate with the size of the Company and the nature of its
 business.
 
 (viii) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, VAT, Wealth Tax,
 Service Tax, Custom Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities, though there has
 been a slight delay in a few cases.
 
 (b) There were no undisputed amounts payable in respect of Investor
 Education and Protection Fund, Provident Fund, Employees'' State
 Insurance, Income-tax, Sales tax, VAT, Wealth Tax, Service Tax, Custom
 Duty, Cess and other material statutory dues in arrears as at 31st
 December, 2010 for a period of more than six months from the date they
 became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, VAT, Wealth Tax, Service
 Tax, Cess which have not been deposited as on 31st December, 2010 on
 account of disputes are given below:
 
 Statute                 Nature of Dues        Forum where Dispute 
                                               is pending 
 
 Income Tax Act, 1961    Income Tax demands of Income Tax Appellate 
                         erstwhile subsidiary  Tribunal, Chennai
 
 Income Tax Act, 1961    Income Tax demands    Deputy Commissioner  
                                               of Income Tax, Chennai
 
 Income Tax Act, 1961    Income Tax demands    Deputy Commissioner 
                                               of Income Tax, Chennai
 
 Income Tax Act, 1961    Income Tax demands of Commissioner of Income 
                         erstwhile subsidiary  Tax (Appeals), Chennai
 
 Section 66A of Finance  Service Tax demands   Customs and Excise
 Act                                           Service Tax Appellate 
                                               Tribunal, Bengaluru
 
 Section 66A of Finance  Service Tax demands   Customs and Excise
 Act                                           Service Tax Appellate 
                                               Tribunal, Bengaluru
 
 Section 66A of Finance  Service Tax demands   Customs and Excise
 Act                                           Service Tax Appellate 
                                               Tribunal, Bengaluru
 
 Section 66A of Finance  Service Tax demands   Customs and Excise
 Act                                           Service Tax Appellate 
                                               Tribunal, Bengaluru
 
 Section 66A of Finance  Service Tax demands   Customs and Excise
 Act                                           Service Tax Appellate 
                                               Tribunal, Bengaluru
 
 
 Statute                 Period to which the   Amount involved
                         amount relates          (Rs. in Lacs)   
 
 Income Tax Act, 1961    Asst Year 2003-04                5.21
 
 Income Tax Act, 1961    Asst Year 2007-08              529.81
 
 Income Tax Act, 1961    Asst Year 2007-08               73.70
 
 Income Tax Act, 1961    Asst Year 2003-04                1.56
  
 Section 66A of Finance  July,03 to Dec,06              227.77
 Act                                           
 
 Section 66A of Finance  January,07 to                   39.54
 Act                     September,07
                                          
 Section 66A of Finance  August, 07 to                    5.29
 Act                     September,07                     
 
 Section 66A of Finance  October,07 to                   99.99
 Act                     September,08
                                      
 Section 66A of Finance  October,07 to                    9.66
 Act                     December,07                                         
 
 
 (ix) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks.
 
 (x) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xi) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                         For DELOITTE HASKINS & SELLS
                                                Chartered Accountants 
                                           (Registration No. 008072S)
 
 
                                              Bhavani Balasubramanian
                                                              Partner 
                                               (Membership No. 22156)
 Place: Mumbai 
 Date: 13th July, 2011