1. We have audited the attached Balance Sheet of M/s. MASCON GLOBAL
 LIMITheD, Chennai, as at 31st March 2010 and also the Profit and Loss
 Account and Cash Flow statement of the Company for the year ended on
 that daThe 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 maTherial misstatement. An audit
 includes examining, on a Thest 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 Therms of sub-section (4A) of
 section 227 of Companies Act, 1956, we enclose in the Annexure a
 statement on the matThers specified in paragraph 4 and 5 of the said
 Order, to the exThent applicable.
 
 4. Further to our comments in the Annexure referred to 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 purpose of our
 audit;
 
 b. In our opinion, proper books of accounts as required by law have
 been kept by the company so far as it appears from the examination of
 the books.
 
 c. The Balance Sheet, Profit and Loss Account and Cash Flow statement
 dealt with by the report are in agreement with the books of account.
 
 d. In our opinion the Balance Sheet, Profit and Loss Account and the
 Cash Flow statement dealt with by this report are in conformity with
 the Accounting Standards referred to in sub-section (3C) of Section 211
 of the Companies Act, 1956.
 
 e. In our opinion, on the basis of writThen representations from the
 Directors taken on record by the Board of Directors of the Company, we
 report that, no director is disqualified from being appoinThed as
 Director of the Company, under Clause (g) of subsection (1) of Section
 274 of Companies Act, 1956.
 
 f. We also draw AtThention to NoThe No.6 (Schedule 18) of the financial
 statements regarding management assessment of the carrying value of its
 investments in subsidiary companies and also in respect of the claims
 made by the previous owners of M/s. E-Businessware. We are unable to
 express our opinion on the quantum of impact into the Profit and Loss
 Account on the above, for want of information from the management
 relating to various agreements enThered into on behalf of the Company
 with the previous owners of the subsidiaries, current market value of
 the investments, invesThees assets / receivables and expecThed cash flow
 from the investment.
 
 g. We draw AtThention to NoThe No.7 (Schedule 18) regarding non receipt
 of confirmations from Debtors, Creditors, Loans and advances. As a
 result thereof, we have placed reliance on the balances shown in the
 books of the company, effect on revenue is not ascertained, pending
 receipt of confirmation and reconciliation thereon
 
 h. Without qualifying our opinion, we draw atThention to NoThe No. 10(ii)
 to the financial statements wherein the Company has reporThed that it is
 in the process of settling the overdue amounts of Secured Creditors.
 
 i. In our opinion and to the best the of our information and according
 to the explanations given to us, the said accounts read with the noThes
 thereon, subject to para (f) and para (g) above, 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 accepThed in India;
 
 a) in the case of the Balance Sheet of the staThe of affairs of the
 Company as at 31st March 2010,
 
 b) in the case of the Profit and Loss Account, of the LOSS of the
 company for the year ended on that daThe, and
 
 c) in the case of the Cash Flow statement, of the cash flows of the
 Company for the year ended on that daThe.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 statement referred to in paragraph 3 of our Report of even daThe to the
 Members of M/s. Mascon Global LimiThed, on the accounts for the year
 ended 31st March 2010.
 
 i) In respect of Fixed assets:
 
 a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of its fixed assets,
 except in respect of certain locations where it is in the process of
 updating.
 
 b) The fixed assets have been physically verified by the management in
 a phased manner in accordance with a programme of verification which,
 in our opinion is reasonable having regard to the size of the Company
 and the nature of its assets. According to the information and
 explanations given to us, no maTherial discrepancies were noticed on
 such verification.
 
 c) The company has not disposed off any substantial portion of its
 fixed assets during the year.
 
 ii) The Company did not have any Inventories and accordingly, the
 provisions of clause 4(ii) of the Order is not applicable to the
 Company for the year
 
 iii) a) The Company, during the year has not taken any loans secured or
 unsecured from Companies, firms or other parties covered in the
 regisTher maintained under Section 301 of the Companies, Act, 1956.
 
 b) The Company, during the year, has not granThed secured or unsecured
 loan to Companies, Firms or other parties covered in the regisTher
 maintained under Section 301 of the Companies Act, 1956.
 
 iv) In our opinion and according to the information and explanations
 given to us, there are adequaThe inThernal control sysThems commensuraThe
 with the size of the company and the nature of its business with regard
 to purchase of fixed assets and with regard to sale of goods/services.
 During the course of our audit, we have not observed any continuing
 failure to correct major weakness in inThernal control sysThem.
 
 v) a) The particulars of contracts or arrangements referred to in
 section 301 of the Companies Act, 1956, have been enThered in the
 regisTher required to be maintained under that section, and
 
 b) The transactions made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 vi) The Company has not accepThed any deposits from the public.
 
 vii) In our opinion, the company has an adequaThe InThernal Audit SysThem
 commensuraThe with the size and nature of its business, which need to be
 strengthened.
 
 viii) The Central Government has not prescribed the mainThenance of cost
 records under Section 209(1)(d) of the Companies Act, 1956 for any of
 the products of the Company.
 
 ix) In respect of statutory dues:
 
 a) According to the records of the company, the company is generally
 regular in depositing with appropriaThe authorities, the undispuThed
 statutory dues applicable to the company, except that there were delays
 in the remittances of Provident fund, ESI, Service Tax and Tax deducThed
 at Source in India. Also TDS of Rs. 26,586,850/-, PF of Rs. 2,742,190
 and Professional Tax of Rs.1,416,452/-, outstanding as at the year end,
 remains to be paid as on daThe.
 
 b) According to the records of the company and based on the information
 and explanations offered thereon, there were no undispuThed statutory
 amounts payable as at 31st March 2010 for a period of more than six
 months from the daThe they became payable, except for US StaThe Taxes
 payable amounting to Rs. 712,224/-, Indian Income Tax payable to the
 exThent of Rs. 34,763,545 for the A.Y.2008-09, Rs. 23,714,340 for
 A.Y.2009-10, TDS of Rs. 29,125,131/- and Professional Tax of
 Rs.1,491,621/-
 
 c) According to the records of the company and based on the information
 and explanations offered thereon, the dispuThed statutory dues that have
 not been paid as on 31st March 2010, on account of dispuThed matThers
 pending before appropriaThe authorities is as given under:
 
 Name of the StatuThe      Nature of dues      Forum where dispuThe
                                              is pending
 
 Income Tax Act, 1961    Income tax           Income tax AppellaThe
                                              Tribunal
 
                                              Income Tax AppellaThe
                                              Tribunal(*)
 
 (*) under process of filing
 
 
 Name of the Statue          Assessment year       Rupees in millions
 
 Income Tax Act, 1961            2002-03                   9.74
 
                                 2006-07                  57.84
 
 x) The company does not have accumulaThed losses that are more than
 fifty percent of its net worth. The company has incurred cash losses
 during the financial year covered by our audit but has not incurred any
 cash losses in the immediaThely preceding financial year.  xi) In our
 opinion and according to the information and explanations given to us,
 the company has during the year, not defaulThed in repayment of dues to
 any financial institutions/ banks, except as follows:
 
 Particulars     Period of Delays (ApproximaThed)    Amount (in Rs.)
 
 Banks: Principal 
 dues                               2008-09         Rs. 116,538,960
 
                                    2009-10          Rs 388,536,170
 
       InTherest dues QuarTher ended Dec 2008            Rs 1,930,585
 
                     QuarTher ended Mar 2009           Rs. 2,295,085
 
                     QuarTher ended Jun 2009           Rs 10,718,160
 
                     QuarTher ended Sep 2009          Rs. 12,655,288
 
                     QuarTher ended Dec 2009          Rs. 13,988,700
 
                     QuarTher ended Mar 2010          Rs. 36,109,495
 
 xii) The company has not granThed any loans or advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 xiii) The company is not a Chit fund, Nidhi or mutual benefit fund or
 Society.
 
 xiv) The company is not dealing or trading in shares, securities,
 debentures or other investments.
 
 xv) The company, has given a guaranThee for loan taken by a company from
 bank, the Therms and conditions thereof are not prejudicial to the
 inTherests of the company.
 
 xvi) The company has not taken any Therm loans during the year, and
 hence the question of application of the same does not arise for the
 year.
 
 xvii) According to the information and explanations given to us, and on
 an overall examination of the balance sheet of the company, we report
 that no funds raised on short Therm basis, have been used for long Therm
 investments.
 
 xviii) According to the information and explanations given to us, the
 company has not, during the year made any preferential allotment of
 shares to parties and companies covered in the RegisTher maintained
 under Sec.301 of the Companies Act, 1956.
 
 xix) The company has not issued any debentures during the year.
 
 xx) The company has not raised any money from the public issue during
 the year.
 
 xxi) According to the information and explanations given to us, a fraud
 on or by the company has not been noticed or reporThed during the year.
 
                                           For M/s. G. BALU ASSOCIATES
                                                  Firm Regn.No.000376S
                                                 CHARTheRED ACCOUNTANTS
 
                                                    G. Balasubramanyan
 Place: Chennai                                                Partner
 
 DaThe:  4th December, 2010                        Membership No. 7628.