1.  We have audited the attached Balance Sheet of MPS LIMITED (the
 Company'') as at 31st March, 2012, the Profit and Loss Account and the
 Cash Flow Statement of the Company for the period 1st January, 2011 to
 31st March, 2012, 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 misstatement. 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.  Without qualifying our opinion, we draw attention to Note No. 5b of
 Schedule 19 regarding the disallowance of input credit of service tax
 claims against which the Company has filed/ is in the process of filing
 appeals with the respective authorities and service tax demand on
 overseas commission, against which the Company has filed an appeal with
 the concerned authority.
 
 4.  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.
 
 5.  Further to our comments in the paragraph 3 above and Annexure
 referred to in paragraph 4 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) in our opinion and to the best of our information and according to
 the explanations given to us, they 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 March, 2012;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the period 1st January, 2011 to 31st March, 2012 and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the period 1st January, 2011 to 31st March, 2012.
 
 6.  On the basis of the written representations received from the
 Directors as on 31st March, 2012 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a director in terms of Sec- tion 274(1) (g) of
 the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT 
 
 (Referred to in paragraph 4 of our report of even date)
 
 (i) Having regard to the nature of the Company''s
 business/activities/result, clauses ii, iii (b) to (d), iii (f) and
 (g), v, vi, viii, xii, xiii, xiv, xix, 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) The fixed assets were physically verified during the period 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 period, 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 has neither granted nor taken any loans to/from
 companies, firms or other parties listed in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is
 an adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 fixed assets and 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.
 
 (v) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (vi) 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, Wealth Tax,
 Service Tax, Custom Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities, except for delays in
 remittances of service tax and professional tax.
 
 (b) There were no undisputed amounts payable in respect of Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-tax, Sales tax, Wealth Tax, Service Tax, Custom Duty,
 Cess and other material statutory dues in arrears as at 31st March,
 2012 for a period of more than six months from the date they became
 payable, except for ''23,072 relating to service tax which could not be
 deposited pending registration of services in the nature of com-
 mercial training / coaching.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2012 on account of disputes are given below:
 
 Statite      Nature of   Forum where   Period to which      Amount 
                          Dispute       the amount relates   involved
                          is pending                         (Rs.in lacs
 
 Income Tax 
 Act, 1961   Income Tax   Income Tax 
                          Appellate 
                          Tribunal       2004-05 and 2006-07     149.16 
                          Commissioner 
                          of Income 
                          Tax (Appeals)  2006-07 and 2007-08     450.44 
 The 
 Finance 
 Act         Service Tax  Customs and 
                          Excise 
                          Service
                          Tax Appellate  April 06 to September,  
                                         2008                    191.47 
                          Tribunal
 
 (vii) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the cur- rent
 financial year but has incurred cash losses in the immediately
 preceding financial year
 
 (viii) 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. There are no borrowings from financial institutions and the
 Company has not issued any debentures.
 
 (ix) The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 (x) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the pur- poses for
 which they were obtained.
 
 (xi) 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 period for long- term investment.
 
 (xii) 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.
 
 (xiii) To the best of our knowledge and according to the information
 and explanations given to us, no fraud on or by the Company has been
 noticed or reported during the period.
 
                                         For DELOITTE HASKINS & SELLS
 
                                                Chartered Accountants 
 
                                           (Registration No. 008072S]
 
                                                      Monisha Parikh
 
                                                             Partner
 
 MUMBAI, 28th May, 2012                         (Membership No.47840)