We have audited the accompanying financial statements of M/s MAHAVEER
 INFOWAY LIMITED, Hyderabad which comprise the Balance Sheet as at 31st
 March 2012, and the statements of Profit and Loss and Cash Flow
 Statement for the year then ended, and a summary of significant
 accounting policies and other explanatory information.
 
 MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
 
 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
 accounting standards referred to in sub section (3C) of Section 211 of
 the Companies Act, 1956. This responsibility includes the design,
 implementation and maintenance of internal control relevant to the
 preparation and presentation of financial statements that give a true
 and fair view and are free from material misstatement whether due to
 fraud or error.
 
 AUDITOR''S RESPONSIBILITY
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our auditing accordance
 with the standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those standards require that we comply with
 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 disclosures in the financial statements. The procedures
 selected depend on the auditor''s judgment, including the assessment of
 the risks of material misstatements of the financial statements,
 whether due to fraud or error. In making those risk assessments the
 auditor considers 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 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 said accounts give the information
 required by the Companies Act, 1956, in the manner so required and
 gives 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 31st March, 2012;
 
 b) in the case of the Statement of Profit and Loss Account, of the
 Profit for the year ended on that date; and
 
 c) in case of the Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Government of India in terms of sub-section (4A) of section
 227 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.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 i.  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;
 
 ii.  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;
 
 iii. The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account;
 
 iv.  In our opinion, the Balance Sheet and Profit and Loss Account
 dealt with by this report comply with the Accounting Standards referred
 to in sub-section (3C) of section 211 of the Companies Act, 1956.
 
 v.  On the basis of written representations received from the
 directors, as on 31st March, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 1.  a. The Company is in the process of updating records to show full
 particulars, including
 
 quantitative details and situation of fixed assets.
 
 b.  All the assets have not been physically verified by the management
 during the year but there is a regular program of verification which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its assets. No material discrepancies were noticed on
 such verification.
 
 c.  No substantial part of Fixed Assets has been disposed off during
 the year.
 
 2.  a. The physical verification of inventory, as per the management''s
 certificate, has been
 
 conducted at reasonable intervals by the management.
 
 b.  The procedures for 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.  The Company is maintaining proper records of inventory and any
 discrepancies noticed on physical verification are being properly dealt
 in the books of accounts.
 
 3.  According to the information and the explanations given to us the
 regarding whether company has granted or taken any loans, secured or
 unsecured to or from Companies, firms or other parties covered in the
 register maintained under section 301 of the Act.
 
 a) The company has given unsecured loans to five parties covered in the
 register maintained under section 301 of Companies Act, 1956. The
 yearend balance of such loan is Rs.1,19,71,958/-
 
 b) In our opinion, the rates of interest for above loans are not prima
 facie, prejudicial to the interest of the company. However, the above
 loans include Rs. 4,16,970/- given to directors and Rs. 28,69,201/- to
 subsidiary company as interest free loans. Tenure and repayment terms
 have not been specified for such loans.
 
 c) The company has taken unsecured loans from four parties covered in
 the register maintained under section 301 of Companies Act, 1956. The
 yearend balance of such loans are Rs. 27,28,321/-
 
 d) The above loans taken from directors and relatives of directors are
 interest free loans and the tenure, repayment terms have not been
 specified for such loans.
 
 e) According to the information and explanation given to us, the tenure
 and repayment terms not been specified for the above mentioned loans.
 Consequently we are unable to comment on paragraph 4(iii) ( c),(d) &
 (g) of the order.
 
 4.  In our opinion and according to the information and explanations
 given to us, the internal control procedures with regard to inventory
 and fixed assets and for sale of goods are being strengthened to be
 commensurate with the size of the Company and the nature of the
 business.
 
 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 Companies Act, 1956 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 contracts and
 arrangements referred to in 5(a) above and exceeding the value of Rs.5
 lakhs with 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 deposits from the public and the
 provisions of Section 58A and 58AA of the Act, rules framed there under
 and other relevant directives issued by the Reserve Bank of India are
 not applicable to the Company.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business. However, the
 scope and extent of internal audit need to be enlarged having regards
 to complexity and expanded operation of the company.
 
 8.  The Company is not required to maintain the cost records as
 prescribed by the Central Government under clause (d) of sub-section
 (1) of section 209 of the Companies Act.
 
 9.  In respect of statutory dues:
 
 a) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, sales tax, and
 cess were in arrears, as at 31st March 2012 for a period of more than
 six months from the date they became payable.
 
 10.  The Company has not incurred cash loss during the current
 financial Year and the previous financial year and there are no
 accumulated losses as on the balance sheet date.
 
 11.  According to the information and explanation given to us, the
 company has not defaulted in repayment of dues to a financial
 institution or bank.
 
 12.  According to the information and explanations given to us, the
 company has not granted loans and advances on the basis of security by
 way of pledge of share, debentures and other securities.
 
 13.  According to the information and explanations given to us, the
 company has not given any guarantees for loans taken by others from
 bank or financial institutions.
 
 14.  The term loans were applied for the purpose for which the loans
 were obtained.
 
 15.  The funds raised by the Company on short-term basis have not been
 used for long-term investment and vice versa.
 
 16.  The Company has not made Preferential Allotment of shares to
 parties and companies covered in the register maintained U/s.301 of the
 Act during the year.
 
 17.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities
 and therefore Paragraph 4 (xii) of the order relating to maintenance of
 documents and records is not applicable.
 
 18.  The provisions of special statute applicable to Chit Fund, Nidhi
 or Mutual Benefit Fund/ Societies are not applicable to the Company and
 therefore Paragraph 4(xiii) of the order is not applicable.
 
 19.  The Company is not dealing or trading in shares, securities,
 debentures or other investments and therefore Paragraph 4(xiv) of the
 order is not applicable.
 
 20.  During the year covered by our Audit Report, the Company has not
 raised any money by public issue and therefore Paragraph 4(xx) of the
 order is not applicable.
 
 21.  During the course of our examination of books and records of the
 company, carried out in accordance with the auditing standards
 generally accepted in India, we have neither came across any instance
 of fraud on or by the company was noticed or reported during the year,
 nor have we been informed of any such case by the management of the
 company.
 
                                            (CA. N.KALYANA SUNDAR) 
 
                                             Partner, M.No :- 204247
 
                                                KALYANA & Co.,
 
 Place : Hyderabad                           Chartered Accountants
 
 Date: 29.05.2012                                 FRN: 007095S